DEF 14A 1 ce-2021def14a.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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¨  Soliciting Material Pursuant to §240.14a-12
CELANESE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Table of Contents

Table of Contents
LETTER TO STOCKHOLDERS FROM OUR CEO
LETTER TO STOCKHOLDERS FROM OUR LEAD INDEPENDENT DIRECTOR
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
VOTING INFORMATION
PROXY STATEMENT SUMMARY
Director Nominees
Director Nominee Highlights
Environmental, Social and Governance Update
Human Capital Highlights
Corporate Governance Highlights
Performance Highlights and Compensation Decisions
Additional Information
PROXY STATEMENT
Information About Solicitation and Voting
GOVERNANCE
ITEM 1: ELECTION OF DIRECTORS
Director Nominees
Board and Committee Governance
Board Oversight
Stockholder Engagement
Additional Governance Matters
Director Compensation
Director Independence and Related Person Transactions
STOCK OWNERSHIP INFORMATION
Principal Stockholders and Beneficial Owners
Delinquent Section 16(a) Reports
AUDIT MATTERS
Audit Committee Report
ITEM 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXECUTIVE COMPENSATION*
ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Risk Assessment
Compensation and Management Development Committee Report
Compensation Tables
CEO Pay Ratio
QUESTIONS AND ANSWERS
Annual Meeting Information
Proxy Materials and Voting Information
Company Documents, Communications and Stockholder Proposals
EXHIBIT A
A-1
Non-U.S. GAAP Financial Measures
A-1
*Detailed table of contents for compensation topics on page 44.
Cautionary Note Regarding Forward-Looking Statements; Available Information
This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.


References to our website in this Proxy Statement are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this Proxy Statement or incorporated into any other filings we make with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Celanese Corporation, that electronically file with the SEC at http://www.sec.gov.
  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / i

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A letter from Lori J. Ryerkerk, our CEO
March 5, 2021

Dear Fellow Stockholders:
It is said the key to success is to focus on goals, not obstacles. That’s exactly what Celanese did in 2020. By maintaining our focus on our goals, our team implemented key controllable actions consistent with our global strategy. These actions enabled us to deliver strong cash flow and earnings per share results that were above recent 2017 levels and to end the year with a strong balance sheet, even during a pandemic.
Like others, we entered 2020 with optimism for the year and financial ambitions to match. In January, we introduced our employees to a new, robust strategic framework and identified initiatives to achieve our goals. Our expectations were quickly reset with the rapid increase in COVID-19 infection rates and associated decline in the global economy. While we moved to remote work where possible and core operating mode in our plants, we consistently leaned on our values-based culture to remain focused on our people, safety, quality, customers, communities and shareholders.
The impact of COVID-19 prompted ongoing review of our planned 2020 initiatives. We made adjustments – either in scale, scope or timing – but we also determined a number of efforts should proceed as planned. Some initiatives took on greater importance because of the pandemic and were elevated accordingly. While the COVID-19 pandemic impacted our 2020 financial results as it did almost all companies, it has not changed our long-term strategy.
Our number one priority during the pandemic has been the well-being of our employees and the communities where we live and work. As you will see later in this Proxy Statement, we took steps to care for our workforce through enhanced wellness programs, COVID leave, increased communication and flexibility. We supported our communities through various donations from money to masks and shifted our volunteerism to online and virtual efforts. We engaged our customers through virtual webinars and video headsets for real-time troubleshooting and customer support. And we increased our pursuit of productivity, seamless M&A and integration, and restructuring of legacy joint ventures to drive stockholder value.
Finally, we continued to make meaningful, concrete progress on our ESG journey through our three pillars of preserving the environment, investing in our people and communities and advancing safe and sustainable customer solutions. Please see page 7 for more details.
I believe these actions, and others, demonstrate the Celanese agility and resilience that contributed to our first century of success and will secure our future. Not only did we navigate COVID-19 during 2020, but we also positioned ourselves to spring forward through recovery and we finished the year a stronger company.
2020 was a year of unprecedented challenges, and few CEOs would reflect on the time and say they appreciate the experiences the COVID-19 pandemic brought upon them and their organizations. Seeing Celanese through to the other side, I can say I’m very proud of our people, our accomplishments and all that we learned that will benefit us well into the future.
For the protection of our stockholders, employees and Board, we will hold our 2021 Annual Meeting online via live webcast, and we look forward to your participation.
I would like to extend a thank-you to our employees for their outstanding efforts to support our company during this difficult year. And, to our stockholders, thank you for your continued support of Celanese.
Sincerely,

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Lori J. Ryerkerk
Chairman and Chief Executive Officer
  
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A letter from Edward G. Galante, our Lead Director
March 5, 2021

Dear Fellow Stockholders:
As the Lead Independent Director of your Board of Directors, I am honored to have the opportunity to write to you, our stockholders, as part of this year’s Proxy Statement. The Proxy Statement affords us the opportunity to reach out to all of Celanese’ stockholders to review, among many other things, where the Company has been and where we are going.
It is an understatement to say that 2020 was a difficult and unprecedented year. The Board was actively engaged throughout the year, receiving regular updates on the impact that the COVID-19 pandemic had on our people, our business and our financial performance. While addressing and mitigating the difficulties of the pandemic, the Board and management remained committed to the company’s long-term strategy and to continuous improvement of our governance. Celanese’s 2020 results demonstrate the resilience of our business model and culture.
Through our continued stockholder outreach program this year, we heard from a number of our investors a high level of interest in Celanese’s efforts to promote a more sustainable and inclusive world through its work on ESG initiatives. When Lori Ryerkerk joined Celanese as CEO in 2019, she recognized the need to lead the next generation of sustainability efforts for Celanese, and the Board is pleased to report that work has continued unabated through 2020. Recent progress includes the adoption of a climate policy as well as specific goals for reductions in waste, water and energy intensity by 2030. In support of this important work, the Board has formalized its oversight of ESG efforts. Our progress in these efforts and the Board’s oversight framework are highlighted in more detail in these pages.
Celanese is also committed to providing an inclusive workplace for a diverse workforce, and those efforts start with the organization’s leadership. The Board is proud to have achieved 50% gender and 10% racial diversity in its composition. Our Board and two of our four standing independent committees are chaired by women. We also continue to demonstrate our commitment to bringing a variety of viewpoints to the Boardroom through thoughtful refreshment. Following the addition in 2020 of one new independent director, half of our directors have joined the Board within the past six years, bringing fresh perspectives and a diversity of experience and background, while allowing us to continue to benefit from the experience and knowledge of our longer-serving directors. We are committed to continuous improvement in the diversity of our leadership and our organization.
As overseers of the Company, it is the Board’s responsibility to remain highly engaged in the Company’s strategic approach to creating value for our stockholders. Your Board remains committed to executing its governance responsibilities and providing appropriate oversight of the Company’s operations, long-term strategy and risk exposure. The Board remains focused on the Company’s strategic initiatives to strengthen financial and stewardship performance, which in turn will foster long-term sustainable growth for our stockholders.
We have continued efforts to enhance our Proxy Statement disclosure and we hope the following pages will help you better understand Celanese and how our governance and compensation practices are linked to accountability, strategy and performance in a manner that drives long-term stockholder value.
On behalf of the Board of Directors, I would like to express our sincere appreciation for the trust you have placed in us, and we look forward to serving you throughout the upcoming year.
Sincerely,        
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Edward G. Galante
Lead Independent Director    
  
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Notice of Annual Meeting of Stockholders
CELANESE CORPORATION
222 W. Las Colinas Blvd., Suite 900N
Irving, Texas 75039
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date and Time:
 
April 15, 2021, 1:00 p.m. (Central Daylight Saving Time)
Virtual Meeting Website:
 
Online at www.virtualshareholdermeeting.com/CE2021
Items of Business:
 
To elect Jean S. Blackwell, William M. Brown, Edward G. Galante, Kathryn M. Hill, Dr. Jay V. Ihlenfeld, David F. Hoffmeister, Deborah J. Kissire, Kim K.W. Rucker, Lori J. Ryerkerk and John K. Wulff to serve until the 2022 Annual Meeting of Stockholders, or until their successors are elected and qualified or their earlier resignation;
To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2021;
 
 
Advisory vote to approve executive compensation; and
 
 
To transact such other business as may properly be brought before the meeting in accordance with the provisions of the Company’s Sixth Amended and Restated By-laws (the “by-laws”).
Record Date:
 
You are entitled to attend the 2021 Annual Meeting and to vote if you were a stockholder as of the close of business on February 18, 2021.
Due to ongoing public health concerns regarding the COVID-19 pandemic and for the health and well-being of our stockholders and employees, this year’s Annual Meeting will be held as a “virtual meeting” via the Internet at www.virtualshareholdermeeting.com/CE2021. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting.
To ensure that your shares are represented at the meeting, we urge you to submit your voting instructions by proxy as promptly as possible. You may submit your proxy via the Internet or telephone, or, if you received paper copies of the proxy materials by mail, you can also submit a proxy via mail by following the instructions on the proxy card or voting instruction card. We encourage you to submit a proxy via the Internet. It is convenient and saves us significant postage and processing costs. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

By Order of the Board of Directors of
Celanese Corporation
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A. Lynne Puckett
Senior Vice President, General Counsel
and Corporate Secretary

Irving, Texas
March 5, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 15, 2021
The Celanese Corporation 2021 Notice of Annual Meeting and Proxy Statement, 2020 Annual Report
and other proxy materials are available at www.proxyvote.com.
  
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Voting Information
VOTING INFORMATION
You are invited to attend the Annual Meeting to be held at 1:00 p.m. (Central Daylight Saving Time) on Thursday, April 15, 2021. Due to ongoing public health concerns regarding the COVID-19 pandemic and for the health and well-being of our stockholders and employees, this year’s Annual Meeting will be held as a “virtual meeting” via the Internet at www.virtualshareholdermeeting.com/CE2021.
It is very important that you vote in order to play a part in the future of the Company. Please carefully review the proxy materials for the Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.
Who is Eligible to Vote
You are entitled to vote at the Annual Meeting if you were a stockholder at the close of business on February 18, 2021, the record date for the meeting. On the record date, there were 114,174,882 shares of the Company’s Common Stock issued, outstanding and entitled to vote at the Annual Meeting.
How to Vote
Even if you plan to attend the Annual Meeting, please submit your voting instructions by proxy right away using one of the following methods for submitting a proxy (see page 94 for additional details). Make sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the instructions.
VOTE IN ADVANCE OF THE MEETING*VOTE AT THE VIRTUAL MEETING
via the internetby phoneby mailby QR code
:)*
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Visit proxyvote.com to submit a proxy via computer or your mobile deviceCall 1-800-690-6903 or the telephone number on your proxy card or voting instruction formSign, date and return your proxy card or voting instruction form
Scan this QR code to vote with your mobile device (may require free app)
* You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact Alliance Advisors, LLC, 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003. Stockholders may call toll free: (800) 574-5971.
Important Note About Meeting Admission Requirements: If you plan to attend the virtual meeting, see the answer to question 2 on page 94 for important details on requirements to log-in to the meeting.
Electronic Stockholder Document Delivery
Instead of receiving future copies of annual meeting proxy materials by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.
  
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Proxy Summary
PROXY STATEMENT SUMMARY
We provide below highlights of certain information in this Proxy Statement. As this is only a summary, please refer to the complete Proxy Statement and 2020 Annual Report before you vote.
Proxy Item No. 1
Election of 10 Director Nominees
ü The Board recommends a vote FOR all Director Nominees
Our Board and the Nominating and Corporate Governance Committee believe that the ten director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

à See Item 1: Election of Directors”and Director Nominees beginning on page 13 of this Proxy Statement for additional information.
Director Nominees
The following table provides summary information about each director nominee. Each nominee is to be elected by a majority of the votes cast.
Name and Qualifications
Age
Director
Since
Primary Occupation /
Other Public Company Boards
Independent
Committee
Memberships(1)
Jean S. Blackwell662014Former EVP / CFO – Cummins Inc.
ü
CMD; NCG£
&Q5Gq@6L
Ingevity Corp.; Johnson Controls Int’l plc
William M. Brown582016Chairman / CEO – L3Harris Technologies, Inc.
ü
AC; EHS
&Q:5Gq@6L
Edward G. Galante702013Former SVP – Exxon Mobil Corporation
ü
CMD; NCGt
&Q.:Gq@6L
Linde plc; Clean Harbors Inc.; Marathon Petroleum Corp.
Kathryn M. Hill642015Former SVP Dev. Strategy – Cisco Systems Inc.
ü
CMD£; EHS
&Q:5@6
Moody’s Corporation; NetApp Inc.
David F. Hoffmeister662006Former SVP / CFO – Life Technologies Corp.
ü
AC; NCG
&Q.:Gq6L
Glaukos Corporation; ICU Medical Inc.; StepStone Group Inc.
Dr. Jay V. Ihlenfeld692012Former SVP, Asia Pacific – 3M Company
ü
CMD; EHS£
Q.:5G@6
Ashland Global Holdings, Inc.
Deborah J. Kissire632020Former Vice Chair - Ernst & Young LLPüAC; EHS
&Q:5Gq6L
Omnicom Group; Axalta Coatings System Ltd.; Cable One, Inc.
Kim K.W. Rucker542018Former EVP and GC – Andeavor
ü
AC; NCG
&Q:5Gq6L
Lennox International Inc.; Marathon Petroleum Corp.
Lori J. Ryerkerk582019Chief Executive Officer – Celanese Corporation
&Q.:G@q6L
Eaton Corporation plc
John K. Wulff722006Former Chairman – Hercules Inc.
ü
AC£; EHS
&.:Gq6L
Atlas Air Worldwide Holdings, Inc.; Hexion Holdings Corp.
Qualifications:Board Committees:
&LeadershipGGovt/regulatoryACAudit Committee
QGlobal experienceqFinancial & transactionsCMDCompensation and Management Development Committee
.Chemical industry@OperationalEHSEnvironmental, Health, Safety, Quality and Public Policy Committee
:Innovation-focused6StrategicNCGNominating and Corporate Governance Committee
5Customer-focusedLRisk oversight£Committee Chair
tLead Independent Director
(1) See page 24 for Committee membership changes effective April 2021.
  
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Proxy Summary
Director Nominee Highlights
Director succession is a robust, ongoing process at Celanese. Our Board regularly evaluates desired attributes in light of the Company’s strategy and evolving needs. We believe that our director nominees bring a well-rounded variety of skills, qualifications, experience and diversity, and represent an effective mix of deep company knowledge and fresh perspectives.
Diversity
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Tenure
Age
Expertise and Independence
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Average Tenure: 7
Average Age: 64
Balanced Mix of Skills, Qualifications and Experience
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Proxy Summary
Environmental, Social and Governance Update
Accelerating safe and sustainable solutions through chemistry.
We believe we have a responsibility to meaningfully improve the world through the power of chemistry.

This responsibility to do more is instilled within us at Celanese, and we believe that when chemistry connects with sustainability, the possibilities are endless.
Charting our Path to a Sustainable Future
In 2019, 2020 and so far in 2021, we have focused significantly on our environmental, social and governance (ESG) strategy, taking concrete steps to position our business for a safer and more sustainable future.
Beginning in mid-2019, we put in place a formal governance structure to drive our ESG efforts and strategy.
We then created a priority assessment using input from investors, customers, ESG frameworks and standard-setting groups including the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) and ESG rating agencies.
Our management-level ESG Council analyzed the assessment and Celanese executive leadership approved the assessment of our key priorities.
Board and Committee oversight of key ESG topics is in place. For more, information on how our Board and Board Committees oversee ESG matters, see “Governance Board Oversight Board Oversight of Environmental, Social and Governance Matters.”
Operating with Integrity through Three Pillars of Governance
Creating a culture of compliance through Board, senior leadership, and management oversight provides confidence to our employees, customers, and communities where we operate. Our ESG oversight focuses on three goals of preserving the environment, investing in our people and communities, and advancing safe and sustainable customer solutions.
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Proxy Summary
Preserving the Environment - applying a science-driven approach designed to deliver sustainable operations through focus and analysis.
Because our business operations are energy and fossil fuel intensive, we have invested in projects to (1) increase energy efficiency and reliability, (2) recover and reuse waste heat and (3) increase use of renewable energy and sustainable raw materials
Celanese Adopted a Climate Policy in December 2020
We recognize that Climate Change is one of the most challenging and significant issues facing the world today.

Progress (2013-2019)(1)
ü
Committed to a robust climate program
~34% reduction in solid waste intensity ~37% reduction in volatile organic compound (VOC) intensity~30% reduction in greenhouse gas (GHG) intensity
ü
Will publicly report metrics against a baseline
ü
Implementing a new software system to capture SASB-aligned environmental metrics for 2020 onwards
Our Waste, Water and Energy Intensity Goals by 2030(2)
15% reduction in “Total Waste Disposed Intensity”
10% reduction in “Water Consumption Intensity”
10% reduction in “Total Net Energy Intensity”ü
Support multilateral approaches to addressing climate risks, such as the Paris Agreement
(1) Numbers are estimates and may be based on assumptions.
(2) Measured against a 2021 baseline.
https://www.celanese.com/en/Sustainability/Environment
Celanese Plans to Launch a Sustainability Report and Website in Mid-2021
Investing in People and Communities
We are focused on empowering our people and communities to thrive in a changing world through engagement, inclusion and protection.
üReport to be aligned to Sustainability Accounting Standards Board (SASB) and UN Sustainable Development Goals (UNSDGs)v
In 2019 and 2020, the Celanese Foundation donated approximately $4.6 million, supporting over 1,800 charities globally.
v
In response to the challenges of COVID-19, we mobilized to contribute more than 800,000 protective face masks to our manufacturing sites, offices, local hospitals, emergency responders, and nursing homes.
Advancing Safe and Innovative Customer Solutions
We are focused on developing a growing range of products that address one or more of these critical needs:
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To learn more about Sustainability at Celanese: https://www.celanese.com/sustainability/
  
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Proxy Summary
Human Capital Highlights
For more information, please see “ Human Capital Management” beginning on page 51.
Our human capital efforts center around the following elements.
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Diversity, Equity and Inclusion
A diverse, equitable and inclusive environment is a foundational factor to our success – key to driving innovation, creativity and growth. We support these efforts through our Global DE&I Council, Employee Resource Groups and purposeful recruiting outreach to trade associations and engineering groups.
Representation of WomenRepresentation of People of Color
s
50% of our Board of Directors
s
10% of our Board of Directors
s
28% of our management roles(1)
s
29% of our U.S. management roles(1)
s
24% of our employees(1)
s
30% of our U.S. employees(1)
(1) Reflects year-end 2020 estimates
Health, Safety and Environmental
Our health, safety and environmental stewardship values are critical to our success in attracting and retaining the best industry talent across the globe. Through deliberate actions, we have improved our employee safety, process safety and environmental incident metrics in recent years.
Employee Health and Wellness
Around the world, we offer other benefits that are competitive in each of the countries where we operate.
Talent Development
We are focused on attracting and developing exceptional talent while supporting employees’ career and personal goals.
Caring for Employees During COVID-19
Through a combination of additional paid time off, scheduling actions and expansion of dedicated mental and physical wellness benefits, we sought to keep our employees whole financially and support their wellness during these difficult times. See “Helping our Employees Navigate the Challenges of COVID-19” on page 53 for more information.
  
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Proxy Summary
Corporate Governance Highlights
Our Corporate Governance Policies Reflect Best Practices
We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps to build public trust in the Company.
Independent
Oversight
● 9 of 10 director nominees are independent (all except for the CEO)
● Lead Independent Director with clearly defined and robust responsibilities
● Regular executive sessions of independent directors at Board meetings (chaired by the Lead Independent Director) and Committee meetings (chaired by independent Committee chairs)
● 100% independent Board Committees
● Active Board oversight of the Company’s strategy and risk management
Board
Refreshment

● Comprehensive, ongoing Board succession planning process
● Focus on diversity (three women directors hold Board leadership roles; 50% of director nominees are women and 10% are racially diverse)
● Regular Board refreshment and mix of tenure of directors (8 new directors since the beginning of 2012, 5 since the beginning of 2015 and 3 since the beginning of 2018)
● Annual Board and Committee assessments including performance evaluation of individual directors
● Retirement age of 75
Stockholder
Rights

● Annual election of all directors
● Majority-vote and director resignation policy for directors in uncontested elections
● Proxy access right for stockholders (3% ownership threshold continuously for 3 years / 2 director nominees or 20% of the Board / 20 stockholder aggregation limit)
● Directors may be removed with or without cause
● One class of outstanding shares with each share entitled to one vote
● No poison pill
Good Governance
Practices

● Prohibition on hedging or pledging Company stock
● Comprehensive clawback policy
● Rigorous director and executive stock ownership requirements
● Active stockholder engagement program
● Global Code of Conduct applicable to directors and all employees with annual compliance certification
● Political activities disclosures on our website
● Longstanding commitment to corporate responsibility
Proxy Item No. 2
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2021
ü The Board recommends a vote FOR this proposal
The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm for 2021.

à SeeAudit Matters beginning on page 41 of this Proxy Statement for additional information.
  
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Proxy Summary
Proxy Item No. 3
Advisory Approval of Executive Compensation
ü The Board recommends a vote FOR this proposal
Our Board recommends that stockholders vote “FOR” the advisory approval of the compensation of our named executive officers (NEOs” or “named executive officers”) for the 2020 performance year.

à See “Item 3: Advisory Approval of Executive Compensation” and “Compensation Discussion and Analysis” beginning on page 46 of this Proxy Statement.
Performance Highlights and Compensation Decisions
Business Performance (further details can be found beginning on page 49)
üWe responded proactively to the COVID-19 pandemic, protecting our cash position, optimizing our operations and enacting productivity improvements, as well as surpassed analyst earnings consensus for all four quarters in 2020.
ü
GAAP diluted earnings per share were $16.85 and net earnings were $1,997 million, with increases over 2019 being primarily due to the gain on the sale of our joint venture interest in Polyplastics Co. Ltd. Our Adjusted EPS(1) for 2020 was $7.64, down 19.8% from 2019 primarily due to the impact of the COVID-19 pandemic on product demand. However, our cumulative Adjusted EPS over the 2018-2020 period was $28.17, exceeding our previous three-year record $28.04 in Adjusted EPS from 2017-2019. Our Adjusted EBIT(1) was lower than the prior year by 23.4%, primarily reflecting the significant weakening of demand in the end markets served by our businesses.
ü
Despite the challenges of the pandemic, we achieved operating cash flow of $1,343 million and free cash flow(1) of $950 million. We ended the year with $955 million in cash and cash equivalents and the full $1.25 billion of borrowing availability under our senior unsecured revolving credit facility.
üWe executed on strategic initiatives to maintain liquidity, including monetizing our passive stake in Polyplastics for approximately $1.6 billion in cash proceeds, and completed initiatives for sustainable cost savings.
Responding to the COVID-19 Pandemic (further details can be found beginning on page 49)
ü
During the unprecedented COVID-19 pandemic, we quickly adapted to protect our employees and adjust our manufacturing operations to meet new demands and challenges whilst maintaining our priorities of safety, product quality and customer service and remaining focused on our long-term strategy.
üWe protected our employees by temporarily closing the majority of corporate and sales offices, implementing robust cleaning and social-distancing procedures at our manufacturing and other sites, providing training and personal protective equipment to employees and developing infectious disease response and control procedures.
üDuring the difficult times posed by the pandemic, we remained focused on delivering for our customers and creating value for our stockholders.
ü
We also focused on minimizing financial impacts to our employees, keeping them whole in pay and benefits and supporting their ability to manage stressors during these difficult times. More details can be found on page 53.
Compensation Decisions Focus on Pay for Performance (further details can be found beginning on page 54)
ü
Under the original annual incentive plan formula adopted in February 2020 before the broader onset of the pandemic, our below-threshold Adjusted EBIT and working capital in 2020, partially offset by stewardship results that were better than target, produced a below-target company performance factor of 36%. Following a rigorous review of Company performance against key strategic priorities and objectives, described in more detail beginning on page 62, the CMDC awarded a higher, but still below-target, company performance factor in recognition of strong performance across multiple metrics important to the sustained success of the Company despite the impact of the pandemic. This action positively impacted approximately 1,000 employees in the organization who participate in the annual incentive plan. The CMDC believes this decision reflected the alignment of pay with our short-term performance in light of success in controllable actions to achieve positive business results and mitigate and offset the negative impact of the pandemic.
ü
With respect to our LTI program results, our 3-year Adjusted EPS and Return on Capital Employed (ROCE) produced a superior payout for our 2018-2020 performance restricted stock unit (PRSU) award. The 2018 PRSUs were paid out in 2021 at 183% of target, reflecting our record best three-year cumulative Adjusted EPS performance industry leading ROCE and strong total shareholder return over the PRSU measurement period.
Additional Information
Please seeQuestions and Answers beginning on page 94 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit stockholder proposals for the 2021 Annual Meeting.
(1) Adjusted earnings per share, adjusted EBIT and free cash flow are non-U.S. GAAP financial measures. See “Exhibit A” for information concerning these measures including a definition and a reconciliation to the most comparable U.S. GAAP financial measure.
  
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Proxy Statement
PROXY STATEMENT
For the Annual Meeting of Stockholders To Be Held Virtually on April 15, 2021

The Board of Directors (the “Board of Directors” or the “Board”) of Celanese Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at our 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at 1:00 p.m. (Central Daylight Saving Time) on Thursday, April 15, 2021, at our virtual meeting website www.virtualshareholdermeeting.com/CE2021. This Proxy Statement (this “Proxy Statement”) contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors. We will bear the expense of soliciting the proxies for the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 15, 2021
The Celanese Corporation 2021 Notice of Annual Meeting and Proxy Statement, 2020 Annual Report
and other proxy materials are available at www.proxyvote.com.
INFORMATION ABOUT SOLICITATION AND VOTING
Pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, we have elected to furnish proxy materials to our stockholders via the Internet instead of mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and cast your vote on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Stockholders who requested paper copies of proxy materials or previously elected to receive proxy materials electronically will not receive the Notice of Internet Availability and, instead, will receive the proxy materials in the format requested. This Proxy Statement, our 2020 Annual Report and other information about the Annual Meeting also are available in the “News & Events” section of our website, https://investors.celanese.com.
The Notice of Internet Availability and, for stockholders who previously requested electronic or paper delivery, the proxy materials will be mailed on March 5, 2021, to stockholders of record and beneficial owners who owned shares of the Company’s Common Stock at the close of business on February 18, 2021.
Our principal executive offices are located at 222 W. Las Colinas Blvd., Suite 900N, Irving, Texas 75039.
For additional information about the proxy materials and the Annual Meeting, see Questions and Answers.
  
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 Governance
GOVERNANCE
The Company is committed to effective corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. See Corporate Governance Highlights for more information.
The Company’s certificate of incorporation, by-laws, corporate governance guidelines, Board committee charters and other materials can be accessed on our website, https://investors.celanese.com, by clicking “Corporate Governance.” Instructions on how to obtain copies of these materials are also included in the response to question 20 in the Questions and Answers section on page 99.
ITEM 1: Election of Directors
Background
Based on the recommendation of our independent Nominating and Corporate Governance Committee (the “N&CG Committee”), our Board of Directors has nominated ten directors, Jean S. Blackwell, William M. Brown, Edward G. Galante, Kathryn M. Hill, David F. Hoffmeister, Dr. Jay V. Ihlenfeld, Deborah J. Kissire, Kim K.W. Rucker, Lori J. Ryerkerk and John K. Wulff, to serve a one-year term expiring at the 2022 Annual Meeting of Stockholders. These director nominees have consented to be elected to serve as directors for the next year. Our former classified board structure was eliminated by the Board and stockholders. In April 2019, all directors were elected on an annual basis for the first time.
At the Annual Meeting, you will have the opportunity to elect these nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these ten nominees. If any of our nominees is unable or declines to serve as a director as of the time of the Annual Meeting, the Board may designate a substitute nominee or reduce the size of the Board. Proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy.
The name of each of our nominees for election and certain information about them, as of the date of this Proxy Statement (except ages, which are as of the date of the Annual Meeting), is set forth below. Included in the information below is a description of the particular qualifications, attributes, skills and experience that led the Board to conclude that each person below should serve as a director of the Company.
Board Composition and Refreshment
BOARD REFRESHMENT
Over the last nine years:
Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of our stockholders, is a principal priority of the Board and the N&CG Committee. The Board and the Committee also understand the importance of Board refreshment, and strive to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board believes that new perspectives and new ideas are critical to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity with the complexities of our business that longer-serving directors bring.
Eight new directors elected
Rotation of all Board committee chairs
Two New Lead Independent Directors
Expanded qualifications and diversity represented on the Board
Transitioned to annual election of directors
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Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 13

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 Governance
Qualifications Required of All Directors
The Board and the N&CG Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, a willingness to assume fiduciary responsibilities, an appreciation of diversity and a commitment to sustainability and to dealing responsibly with social issues. In addition, the Board conducts interviews of potential director candidates to assess integral qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.
The Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership and assesses the effectiveness of this policy through the N&CG Committee’s annual review of director nominees. The Board believes that diversity results in a variety of points of view and, consequently, a more effective decision-making process.
Ms. Kissire, who joined the Board in October 2020, was brought to our Board’s and N&CG Committee’s attention as a qualified Board candidate through a professional connection of our CEO. The N&CG Committee and full Board carefully reviewed her experience, skills and attributes, along with those of a number of other qualified candidates, as well as her independence. The N&CG Committee and the Board determined to elect her to the Board in October 2020 and to recommend to our stockholders her re-election at the 2021 Annual Meeting.
Qualifications, Attributes, Skills and Experience to be Represented on the Board
The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current and expected future business needs. The following table summarizes certain characteristics of the Company and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.
Qualifications, Attributes, Skills
and Experience
CharacteristicsNo. of Directors
&
Relevant senior leadership/C-Suite experience
Senior leadership experience allows directors to better understand day-to-day and strategic aspects of a business
9
Q
Global business experience
Our business is global and multicultural, with products manufactured in the Americas, Europe and Asia and operations in 18 countries around the world
9
.
Extensive knowledge of the Company’s business and/or chemical industry
A deep understanding of the Company’s business and/or the chemical industry allows a director to better guide the Company
5
:
Experience in innovation-focused businesses
Focus on innovation to drive performance
9
5
Experience in customer-driven businesses
High level of customer interaction
6
G
Government/regulatory/geopolitical exposure
Regulatory obligations and political challenges in various jurisdictions
9
q
Financial & transactions experience
High level of familiarity with financial matters and complex financial transactions, including in foreign countries / currencies
8
@
Operational expertise
Experience managing manufacture of many types and kinds of products consistent with high level specifications and in large quantities
6
6
Strategy development experience
Experience with strategy development, allowing the Board to better evaluate management’s plan and guide the Company
10
L
Risk oversight/management expertise
Assessment of risk and the policies/procedures to manage risk
8
  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 14

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 Governance
Director Nominees
Jean S. Blackwell
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Ms. Blackwell served as Chief Executive Officer of Cummins Foundation and Executive Vice President, Corporate Responsibility, of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products, from March 2008 until her retirement in March 2013. She previously served as Executive Vice President and Chief Financial Officer from 2003 to 2008, Vice President, Cummins Business Services from 2001 to 2003, Vice President, Human Resources from 1998 to 2001, and Vice President and General Counsel from 1997 to 1998 of Cummins Inc. Prior thereto, Ms. Blackwell was a partner at the Indianapolis law firm of Bose McKinney & Evans LLP from 1984 to 1991, where she practiced in the area of financial and real estate transactions. She has also served in state government, including as Executive Director of the Indiana State Lottery Commission and State of Indiana Budget Director.  Ms. Blackwell has served as a member of the board of directors of Ingevity Corporation, a leading global manufacturer of specialty chemicals and high performance carbon materials, since May 2016, including as the chair of the audit committee and as a member of its compensation committee and the executive committee. Ms. Blackwell has also served as a member of the board of directors of Johnson Controls International plc, a leading diversified technology company, since May 2018, including as a member of its compensation committee. She previously served as a member of the board of directors from April 2004 to November 2009, and as chair of the audit committee, of Phoenix Companies Inc., a life insurance company.  Ms. Blackwell also served as a member of the board of directors of Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products, from 2007-2018, including as a member of the governance committee and the audit committee, and as the chair of the human resource committee and the governance committee.
Director since: 2014
Age: 66
Current Board Committees:
Compensation
Nominating and Corporate Governance
Other Public Company Boards:
Ingevity Corporation
Johnson Controls International plc
Essendant Inc. (2007-2018)
Phoenix Companies Inc. (2004-2009)
Specific Qualifications, Attributes, Skills and Experience:
&Q5Substantial global leadership, operational, financial, transactional, strategic, customer-driven, and risk management experience gained as Executive Vice President/CFO and General Counsel of Cummins Inc., and service on other boards of directors.
q@6
L
GSubstantial governmental experience from having served in the Indiana State Government.
 
William M. Brown
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Mr. Brown is Chairman of the Board and Chief Executive Officer of L3Harris Technologies, Inc., successor to Harris Corporation and a global aerospace and defense technology company. Mr. Brown joined Harris in November 2011 as President and Chief Executive Officer and was appointed Chairman in April 2014. Prior to joining Harris, Mr. Brown was Senior Vice President, Corporate Strategy and Development, of United Technologies Corporation (“UTC”). He also served five years as President of UTC’s Fire & Security Division. In total, Mr. Brown spent 14 years with UTC, holding U.S. and international roles at various divisions, including Carrier Corporation’s Asia Pacific Operations and the Carrier Transicold division. Before joining UTC in 1997, he worked for McKinsey & Company as a senior engagement manager. He began his career as a project engineer at Air Products and Chemicals, Inc. Mr. Brown serves on the board of directors of the Fire Department of NYC Foundation and the board of trustees of Florida Institute of Technology.
Director since: 2016
Age: 58
Current Board Committees:
Audit
Environmental, Health, Safety & Quality
Other Public Company Boards:
L3Harris Technologies, Inc.
Specific Qualifications, Attributes, Skills and Experience:
&:5Substantial leadership, financial, governmental/geopolitical, innovation, strategic and risk management experience gained in roles of Chairman and CEO of L3Harris Technologies, Inc. and Harris Corporation.
G@6
Lq
QqSubstantial transactional, global business, operational and strategic experience gained in various roles with United Technologies Corporation.
  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 15

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 Governance
Edward G. Galante
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Mr. Galante served as Senior Vice President and as a member of the management committee of Exxon Mobil Corporation, an international oil and gas company, from August 2001 until his retirement in 2006. Prior to that, he held various management positions of increasing responsibility during his more than 30 years with Exxon Mobil Corporation, including serving as Executive Vice President of ExxonMobil Chemical Company from 1999 to 2001. Mr. Galante currently serves as a director (since 2018), chairman of the compensation and management development committee and as a member of the audit committee of Linde plc. He formerly (since 2007) served on the Board of Praxair, Inc. prior to its merger with Linde AG. He also serves as a director (since 2010), and chairman of the environmental, health and safety committee and a member of the compensation committee and of the governance committee of Clean Harbors, Inc. He served as a director and member of the compensation committee and the environmental, health, safety and security committee of Andeavor Corporation (formerly Tesoro Corporation) until it was acquired by Marathon Petroleum Corporation. Mr. Galante currently serves as a director (since 2018) of Marathon Petroleum Corporation, and as a member of its compensation and management development committee (Chair) and its sustainability committee. From 2008 until November 2014, Mr. Galante served as a member of the board of directors of Foster Wheeler AG, which included service on the compensation and executive development committee (including as chair) and audit committee.
Director since: 2013
Age: 70
Current Board Committees:
Compensation
Nominating and Corporate Governance
Other Public Company Boards:
Linde plc
Clean Harbors Inc.
Marathon Petroleum Corporation
Andeavor Corporation (2016-2018)
Praxair, Inc. (2007-2018)
Foster Wheeler AG (2008-2014)
Specific Qualifications, Attributes, Skills and Experience:
&Q.Substantial leadership, chemical industry, oil industry, operational, global business, financial, innovation-focused, transactional, governmental/regulatory, strategy development and risk management experience gained with more than 30 years’ service with Exxon Mobil Corporation, including as Executive Vice President of ExxonMobil Chemical Company, and service on other boards of directors.
:Gq
@6L
Kathryn M. Hill
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Ms. Hill served in a number of positions at Cisco Systems, Inc. from 1997 to 2013, including, among others, as Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009, and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology industry and provides services associated with these products. Prior to joining Cisco, Ms. Hill had a number of engineering roles at various technology companies. Ms. Hill has served as a member of the board of directors of Moody’s Corporation, an essential component of the global capital markets providing credit ratings, research, tools and analysis, since May 2011, including currently serving as the chair of the compensation and human resources committee and as a member of the governance and nominating committee, the audit committee and the executive committee.  She also currently serves as a member of the board of directors (since 2013), and as chair of the compensation committee and a member of the corporate governance and nominating committee of NetApp, Inc.
Director since: 2015
Age: 64
Current Board Committees:
Compensation
Environmental, Health, Safety & Quality
Other Public Company Boards:
Moody's Corporation
NetApp, Inc.
Specific Qualifications, Attributes, Skills and Experience:
&
Q:Substantial innovation-focused, leadership, customer-focused, global business, operational and strategic experience gained in various roles with Cisco Systems, Inc.
5@6
  
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 Governance
David F. Hoffmeister
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Mr. Hoffmeister served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, prior to its acquisition by Fisher Scientific Inc. in February 2014. From October 2004 to November 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies Corporation. Before joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. From 1998 to 2003, Mr. Hoffmeister was the leader of McKinsey’s North American chemical practice.  Mr. Hoffmeister serves as a director of Glaukos Corporation (since 2014) and is a member of the audit committee. He also serves as a director (since 2018) of ICU Medical Inc. where he is a member of its audit committee and compensation committee and StepStone Group Inc., a private markets investment firm (since 2020), where he is chair of the audit committee. Our Board has affirmatively determined that Mr. Hoffmeister’s simultaneous service on these other audit committees does not impair his ability to effectively serve on our Audit Committee.
Director since: 2006
Age: 66
Current Board Committees:
Audit
Nominating and Corporate Governance
Other Public Company Boards:
Glaukos Corporation
ICU Medical Inc. StepStone Group Inc.
Specific Qualifications, Attributes, Skills and Experience:
.q6Substantial chemical industry, finance and strategic experience as a large consulting firm partner.
&Q:Substantial leadership, global business, financial, innovation-focused, transactional, governmental/regulatory, and risk management experience gained as Chief Financial Officer of Life Technologies Corporation.
GqL
Dr. Jay V. Ihlenfeld
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From 2006 until his retirement in 2012, Dr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation. Dr. Ihlenfeld previously served as 3M Company’s Senior Vice President, Research and Development from 2002 to 2006. A 33-year veteran of 3M Company, Dr. Ihlenfeld has also held various leadership and technology positions, including Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan. Dr. Ihlenfeld serves as a director, lead independent director, and member of the audit committee and the environmental, health, safety and quality committee (since 2017) of Ashland Global Holdings, Inc.
Director since: 2012
Age: 69
Current Board Committees:
Compensation
Environmental, Health, Safety & Quality
Other Public Company Boards:
Ashland Global Holdings, Inc.
Specific Qualifications, Attributes, Skills and Experience:
Q.:Substantial chemical industry knowledge and operational, global business, innovation, customer-driven, geopolitical and strategy development experience gained in various roles over 33 years with 3M Company.
5G@
6
  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 17

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 Governance
Deborah J. Kissire
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Ms. Kissire retired in 2015 as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group of Ernst & Young LLP, an independent registered public accounting firm. During her more than 35-year career in the financial sector, Ms. Kissire served in various leadership positions at Ernst & Young, including Vice Chair and Regional Managing Partner for the East Central and Mid-Atlantic Regions and U.S. Vice Chair of Sales and Business Development. In addition to expertise in public company accounting and financial reporting, Ms. Kissire has significant executive-level experience in positions involved with strategic planning, governance, global branding, and gender inclusiveness. Ms. Kissire has served as a member of the board of directors of Cable One, Inc., a leading American cable and internet service provider, since 2015, including as chair of the audit committee. In 2016, she joined the board of directors of Omnicom Group Inc., a global marketing and corporate communications holding company, and currently serves on its audit and finance committees. Ms. Kissire also has served on the board of directors of Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings, since 2016, where she is currently a member of the compensation committee and the chair of the nominating and corporate governance committee. She is a member of the Advisory Board for Texas State University’s McCoy College of Business and has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA.
Director since: 2020
Age: 63
Current Board Committees:
Audit
Environmental, Health, Safety & Quality
Other Public Company Boards:
Cable One, Inc.
Omnicom Group, Inc.
Axalta Coating Systems Ltd.
Specific Qualifications, Attributes, Skills and Experience:
&Q:Substantial experience with public company financial reporting, auditing, strategic planning, governance and risk management. Substantial board experience, including as an independent Audit Committee member, with other public companies.
5Gq
6L
Kim K.W. Rucker
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Ms. Rucker served as Executive Vice President, General Counsel and Secretary of Andeavor, an integrated marketing, logistics and refining company, from 2016 until it was acquired by Marathon Petroleum Corporation in 2018. Prior to joining Andeavor, she served as Executive Vice President Corporate & Legal Affairs, General Counsel and Corporate Secretary of Kraft Foods Group, Inc., a food and beverage company, from 2012 to 2015. Beginning in 2008, Ms. Rucker served as Senior Vice President, General Counsel and Chief Compliance Officer of Avon Products, Inc., a global manufacturer of beauty and related products and assumed additional duties as Corporate Secretary in 2009. Ms. Rucker also served as Senior Vice President, Secretary and Chief Governance Officer of Energy Future Holdings Corp., an energy company, from 2004 to 2008. She was also Corporate Counsel for Kimberly-Clark Corporation and a Partner in the Corporate & Securities group at the law firm of Sidley Austin LLP. She holds a BBA in economics from the University of Iowa, a J.D. from the Harvard Law School and a Master in Public Policy degree from the John F. Kennedy School of Government at Harvard University. Ms. Rucker has served on the board of directors (since 2015) of Lennox International Inc., a global provider of climate control solutions, including currently serving as a member of the governance committee and the compensation and human resources committee. Ms. Rucker also serves on the board of directors of Marathon Petroleum Corporation (since 2018), and serves as a member of its sustainability committee. 
Director since: 2018
Age: 54
Current Board Committees:
Audit
Nominating and Corporate Governance
Other Public Company Boards:
Lennox International Inc.
Marathon Petroleum Corp.
Specific Qualifications, Attributes, Skills and Experience:
&Q5Substantial experience with multiple industries including customer-driven, innovation and marketing companies, and substantial experience with complex mergers and acquisitions and regulatory matters, together with a broad knowledge of law, corporate governance, internal and external communications, government affairs and community involvement activities, gained as an executive with leadership roles at, and as a director of, multiple public companies.
:
q6
LG


  
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 Governance
Lori J. Ryerkerk
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Ms. Ryerkerk was named our Chief Executive Officer and President and a member of our board of directors effective May 2019. In April 2020, she was named Chairman of the Board. Previously, Ms. Ryerkerk was the Executive Vice President of Global Manufacturing, the largest business in Shell Downstream Inc., where she led a team of 30,000 employees and contractors at refineries and chemical sites worldwide. Ms. Ryerkerk joined Shell in May 2010 as the Regional Vice President of Manufacturing in Europe and Africa, and was responsible for the operation of five Shell Manufacturing facilities and five joint ventures. In October 2013, she was named Executive Vice President of Global Manufacturing, Shell Downstream Inc. Before joining Shell, she was Senior Vice President, Refining, Supply and Terminals at Hess Corporation, where she was responsible for refineries, terminals and a distribution network, and supply and trading. Prior to that, Ms. Ryerkerk spent 24 years with ExxonMobil where she started her career as a process technologist at a refinery in Baton Rouge, Louisiana. Throughout her tenure at ExxonMobil, she took on a variety of operational and senior leadership roles in Refining and Chemicals Manufacturing, Power Generation, and various other groups including Supply, Economics and Planning, HSSE, and Public Affairs/Government Relations. Ms. Ryerkerk received a Chemical Engineering degree from Iowa State University. She serves on the Board of Eaton Corporation plc, a diversified power management company, and previously served on the board of directors of Axalta Coating Systems, a leading provider of liquid and powder coatings.
Director since: 2019
Age: 58
Current Board Committees:
None
 
Other Public Company Boards:
Eaton Corporation plc
Specific Qualifications, Attributes, Skills and Experience:
&.:Substantial leadership, chemical industry, operational, global business, innovation-focused, transactional, governmental/regulatory, strategy development and risk management experience gained with more than 30 years’ service in the chemical and refinery business, most recently as Executive Vice President, Global Manufacturing of Royal Dutch Shell, and previous service on other boards of directors.
GQ6
L@q
John K. Wulff
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Mr. Wulff is the former Chairman of the board of directors of Hercules Incorporated, a specialty chemicals company, a position he held from July 2003 until Ashland Inc.’s acquisition of Hercules in November 2008. Prior to that time, he served as a member of the Financial Accounting Standards Board from July 2001 until June 2003. Mr. Wulff was previously Chief Financial Officer of Union Carbide Corporation, a chemical and polymers company, from 1996 to 2001. During his fourteen years at Union Carbide, he also served as Vice President and Principal Accounting Officer from January 1989 to December 1995 and Controller from July 1987 to January 1989. Mr. Wulff was also a partner of KPMG LLP and predecessor firms from 1977 to 1987. Mr. Wulff is currently a member of the audit and compensation committees, and a member of the board of directors (since 2016) of Atlas Air Worldwide Holdings, Inc., a leading global provider of outsourced aircraft and aviation operating services.  In 2019, he was appointed an initial member of the board of directors of Hexion Holdings Corporation, the holding company of Hexion Inc., a specialty chemicals company and serves as chairman of the audit committee and a member of the compensation committee. He previously served as a member of the board of directors from 2004 to 2016, the chairman of the governance and compensation committee and as a member of the audit committee of Moody’s Corporation. Mr. Wulff served as a director of Chemtura Corporation from October 2009 until April 2017 when Chemtura was acquired by Lanxess A.G.
Director since: 2006
Age: 72
Current Board Committees:
Audit
Environmental, Health, Safety & Quality
Other Public Company Boards:
Atlas Air Worldwide Holdings, Inc. Hexion Holdings Corporation
Chemtura Corporation (2009-2017)
Moody’s Corporation (2004-2016)
Specific Qualifications, Attributes, Skills and Experience:
&.:Substantial leadership, chemical industry, financial, transactional, strategy development, risk management and innovation-focused business experience gained as Chairman of Hercules Incorporated, a specialty chemicals company, and as CFO of Union Carbide Corporation, a chemical and polymers company.
6Lq
GqSubstantial finance and governmental and regulatory experience as a large accounting firm partner and member of the FASB.
  
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 Governance
Vote Required
Each director must receive a majority of the votes cast in favor of his or her election.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE NOMINEES LISTED ABOVE
Board and Committee Governance
Director Elections
As a result of the removal by stockholders of our classified board structure, commencing with the 2019 Annual Meeting of Stockholders, all directors are elected annually.

To ensure that the Board remains composed of high-functioning members capable of keeping their commitments to board service, the N&CG Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

Our Board proactively adopted a by-law, which permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding Common Stock continuously for at least three years, to submit director nominees for up to the greater of two directors or 20 percent of the number of directors currently serving on the Board, subject to the terms and conditions specified in the by-laws.
Proxy Access
Holders of at least
3%
held by up to 20 stockholders
Holding the shares
continuously for at least
3
years
Can nominate two candidates or
20%
of the Board, whichever is greater, for election at an annual stockholders’ meeting
Majority Voting Standard
Our by-laws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director must receive the majority of the votes cast with respect to that director. This means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Board believes this majority vote standard appropriately gives stockholders a greater voice in the election of directors than the traditional plurality voting standard. If an incumbent director does not receive a majority vote, he or she has agreed that a letter of resignation will be submitted to the Board. The N&CG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation within 90 days of the certification of the vote, taking into account the recommendation of the N&CG Committee, which will include consideration of the vote result, the director’s contributions to the Company during his or her tenure, the director’s qualifications, and any relevant input from stockholders. Only independent directors will participate in the deliberations regarding a tendered resignation.
  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 20

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 Governance
Composition of the Board of Directors
Our certificate of incorporation provides that the number of members of the Board of Directors shall be fixed by the Board, but shall be no less than seven and no more than fifteen. Our Board may fill vacancies and increase or, upon the occurrence of a vacancy, decrease the Board’s size between annual stockholders’ meetings. As of the date of this Proxy Statement, we have, and the Board has established the size of the Board to be, ten directors. Our Board of Directors is and shall be comprised of a majority of independent directors. See Director Independence and Related Person Transactions for additional information.
In addition, the Company has a director retirement guideline, the full text of which is set forth in our corporate governance guidelines. The guideline provides that a director should retire from the Board of Directors no later than the annual meeting of stockholders following such director’s 75th birthday; provided, however, the retirement guideline may be waived by a majority of uninterested directors upon the recommendation of the N&CG Committee.
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Board Evaluation Process
Each year, the members of the Board and each committee conduct a self-assessment. The process for the self-assessment is approved by the Board each year based on a recommendation from the N&CG Committee. In 2020, the N&CG recommended, and the Board approved, updates to refresh its annual self-assessment process.
Under the process used in 2020, the N&CG Committee develops a thorough list of topics to be considered by the directors, including Board and committee structure, oversight, information, and culture, which are approved by the Board. These topics are incorporated into a questionnaire that is completed by each director. Our Senior Vice President and General Counsel then has a teleconference with each independent director, including the Lead Independent Director, and then finally with the CEO, to discuss the topics and to gather any other feedback a director has as they relate to the full Board and each of the committees. Our General Counsel elicits comments from the directors concerning opportunities for improvement for the Board, the committees, the Lead Independent Director, the committee chairs, the Chairman/CEO and management. Our General Counsel then confers with the Chair of the N&CG Committee, the Chairman/CEO and Lead Independent Director to ensure that they understand any concerns that were raised. The input is summarized and presented to the full Board (and to the independent directors as to the CEO) and to the individual committees at the October Board and committee meetings. This process is supplemented by committee-specific self-assessments based on (i) a subset of the Board discussion topics, (ii) comments made to the chair of the N&CG Committee or the committee chair and (iii) discussion during executive sessions of committee meetings. Also, the N&CG Committee evaluates directors who are nominees for re-election to the Board as part of the nomination process.
Board Leadership Structure
The Company’s governance framework provides the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.
In April 2020, the Board elected Chief Executive Officer Lori Ryerkerk to serve as Chairman of the Board. The Board made this election as part of the planned transition of leadership from Mark Rohr. Mr. Rohr served as CEO until Ms. Ryerkerk’s appointment into that role in May 2019 and then served as Executive Chairman to support Ms. Ryerkerk as part of a planned onboarding process. Therefore, the current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, a Lead Independent Director, and Board committees comprised
  
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exclusively of and chaired by independent directors, together with active engagement by all directors. The Board believes the structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.
Board Leadership Structure
The Board believes this is the optimal structure following the completion of our CEO transition, to provide consistent leadership and to maintain the focus required to achieve the Company’s strategic plan and long-term business goals. The Board will continue to reevaluate the structure annually.
Chairman and Chief Executive Officer: Lori Ryerkerk
Lead Independent Director: Edward Galante (through 2021 Annual Meeting); William Brown (following 2021 Annual Meeting)
All Board committees comprised exclusively of independent directors
Active engagement by all directors

Duties and Responsibilities of Lead Independent Director
The Company’s Lead Independent Director, who is elected by the independent directors for a one-year term:
presides over executive sessions of the non-employee, independent members of the Board and at meetings of the Board in the absence of, or upon the request of, the Chairman;
approves the scheduling of Board meetings, as well as the agenda and materials for each Board meeting and executive session of the Board’s non-employee, independent directors;
has the authority to call meetings of the Board and such other meetings of the non-employee, independent directors as he/she deems necessary;
serves as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman/CEO;
meets regularly with the Chairman/CEO;
communicates with stockholders as requested and deemed appropriate by the Board;
interviews director candidates along with the N&CG Committee;
approves and coordinates the retention of advisors and consultants who report directly to the non-employee, independent members of the Board, except as otherwise required by applicable law or the New York Stock Exchange (“NYSE”) Listing Standards;
guides the Board’s governance processes concerning the annual Board self-evaluation and CEO succession planning; and
when requested by the Chairman or the Board, assists the Board in reviewing and assuring compliance with governance principles.
Leadership Structure Determination
Consistent with the Board’s commitment to corporate governance practices that are in the best interests of the Company and its stockholders, at least one executive session of the directors each year includes a review of the Board’s leadership structure and consideration of whether the position of Chairman of the Board should be held by the Chief Executive Officer or an independent director. This section describes the details and the Board’s rationale for its current leadership structure.
Under the Company’s by-laws, the Chairman presides over meetings of the Board, presides over meetings of stockholders, consults and advises the Board and its committees on the business and affairs of the Company and performs such other duties as may be assigned by the Board. The Chief Executive Officer is generally in charge of the daily affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board. Lori Ryerkerk currently serves as Chairman of the Board and Chief Executive Officer.
  
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In November 2011, the Company’s presiding director role was transitioned to a lead independent director role and, in connection with this transition, the independent directors expanded the role of the lead independent director. In February 2021, the independent directors elected William M. Brown to serve as Lead Independent Director beginning after the 2021 Annual Meeting. The duties and responsibilities of the Lead Independent Director are described above and are set forth in the Company’s corporate governance guidelines. Although annually elected, the Lead Independent Director is generally expected to serve for more than one year, although generally not more than three to five years.
Importantly, all directors play an active role in overseeing the Company’s business both at the Board and committee levels. As set forth in the Company’s corporate governance guidelines, the core responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its stockholders. The Board currently consists of the Chairman and Chief Executive Officer and nine independent, non-employee directors. The non-employee directors are skilled and experienced leaders in business. Many currently serve or have served as chief executives or members of senior management of Fortune 1000 companies and/or as senior leaders in top consulting, accounting and law firms. In these roles, the non-employee directors have been called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of management. As such, the non-employee directors are well-equipped to oversee the success of the business and to provide advice and counsel to the Chief Executive Officer and Company management.
As part of each regularly scheduled Board meeting, the non-employee directors meet in executive session without the Chief Executive Officer present. These meetings allow non-employee directors to discuss issues of importance to the Company, including the business and affairs of the Company, as well as matters concerning management, without any member of management present. All of the Board committees, which are described below, are chaired by, and comprised entirely of, independent directors.
The Board believes that combined leadership of the Board and the Company by Ms. Ryerkerk is currently the optimal structure to guide the Company, provide consistent leadership and maintain the focus required to achieve the Company’s long-term business goals.
The Board believes that the current leadership structure – a combined Chairman and Chief Executive Officer, a lead Independent Director, Board committees comprised exclusively of independent directors and active engagement by all directors – is effective and currently serves the business and stockholders well.
Board Meetings in 2020    
Each of our directors is expected to devote sufficient time and attention to his or her duties and to attend all Board meetings and committee meetings on which he or she serves. The Board of Directors held nine meetings during 2020 and committees of the Board held a total of 22 meetings. Overall attendance at such meetings was over 98%. All incumbent directors attended at least 75% of the aggregate of (i) meetings of the Board and (ii) meetings of the Board committees on which they served during the fiscal year ended December 31, 2020. In addition, the Board expects directors to attend the annual meeting of stockholders absent special circumstances. All of our directors who were members of the Board as of the 2020 Annual Meeting of Stockholders attended the 2020 Annual Meeting, other than Mr. Rohr, who was unable to attend.
  
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Committees of the Board
The Board of Directors has four standing Board committees:
Audit Committee;
Compensation and Management Development Committee;
Nominating and Corporate Governance Committee; and
Environmental, Health, Safety, Quality and Public Policy Committee.
The following table sets forth the current composition of our committees as of the date of this Proxy Statement:
Independent DirectorAudit CommitteeCompensation and Management Development CommitteeEnvironmental, Health, Safety, Quality and Public Policy CommitteeNominating and Corporate Governance Committee
Jean S. Blackwell À
ül£
William M. Brown À
üll
Edward G. Galante t
üll
Kathryn M. Hillü£l
David F. Hoffmeister À
üll
Dr. Jay V. Ihlenfeldül£
Deborah J. Kissire À
üll
Kim K.W. Ruckerüll
Lori J. Ryerkerk
John K. Wulff À
ü£l
Meetings in 2020
Board = 9
8644
  £ Chairperson l Member À Financial Expert u Lead Independent Director
As part of its regular review of committee membership and consideration of committee rotation, in February 2021 the Board approved the following committee changes, to take effect after the 2021 Annual Meeting:
Mr. Brown will join the CMD Committee and the N&CG Committee, rotating off of the Audit Committee and the EHS Committee;
Mr. Galante will assume the Chairperson role for the CMD Committee and join the EHS Committee, rotating off of the N&CG Committee;
Ms. Hill will assume the Chairperson role for the EHS Committee; and
Ms. Rucker will assume the Chairperson role for the N&CG Committee.
  
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Audit Committee
The Company’s Audit Committee (the “Audit Committee”) is currently comprised of Mr. Wulff (chairman), Mr. Brown, Mr. Hoffmeister, Ms. Kissire and Ms. Rucker, each of whom the Board has affirmatively determined is independent of the Company and its management under the rules of the NYSE and the SEC. The Board has also determined that Mr. Brown, Mr. Hoffmeister, Ms. Kissire and Mr. Wulff are “Audit Committee Financial Experts” as the term is defined in applicable SEC rules. Each member of the Audit Committee is also “financially literate” as that term is defined by the rules of the NYSE. The complete text of the Audit Committee charter, as last reviewed and approved by the Board of Directors on July 15, 2020, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance”.
The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee. The principal purposes of the Audit Committee are to oversee:
accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;
the quality and integrity of the financial statements of the Company;
internal control and compliance programs;
the independent registered public accounting firm’s qualifications and independence; and
the performance of the independent registered public accounting firm and the Company’s internal audit function.
The Audit Committee Charter provides that the Audit Committee may, in its sole discretion and at the Company’s expense, retain legal accounting or other consultants or experts it deems necessary in the performance of its duties and without having to seek the approval of the Board.
Compensation and Management Development Committee
The Company’s Compensation and Management Development Committee (the “CMDC”) is currently comprised of Ms. Hill (chair), Ms. Blackwell, Mr. Galante and Dr. Ihlenfeld. The Board has determined that all members of the CMDC are independent under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and applicable NYSE listing standards, and qualify as “non-employee directors” for purposes of Section 162(m) of the Internal Revenue Code. The complete text of the CMDC charter, as last amended by the Board of Directors on July 15, 2020, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance”. A description of the CMDC’s processes and procedures for determining executive compensation and the roles of management and the compensation consultant in determining or recommending the amount and form of compensation is more fully described inCompensation Discussion and Analysis”. The CMDC charter provides that the CMDC may, from time to time, retain legal, accounting or other consultants or experts, including but not limited to compensation consulting firms, that the CMDC deems necessary in the performance of its duties.
The principal purposes of the CMDC are to:
review and approve the compensation of the Company’s executive officers;
review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; 
oversee the development and implementation of succession plans for the CEO and the other key executives; and
oversee management in the areas of human capital management, including talent development, diversity, equity and inclusion.
  
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During 2020, Willis Towers Watson PLC (“Willis”), as independent outside compensation consultant, advised the CMDC on executive officer compensation matters. See Role of the CMDC's Independent Compensation Consultant for additional information.
Nominating and Corporate Governance Committee
The Company’s N&CG Committee is currently comprised of Ms. Blackwell (chair), Mr. Galante, Mr. Hoffmeister and Ms. Rucker. The complete text of the N&CG Committee charter, as last reviewed and approved by the Board of Directors on July 15, 2020, and our corporate governance guidelines, as last reviewed and approved by the Board of Directors on July 15, 2020, are available on our website, https://investors.celanese.com, by clicking “Corporate Governance”. The N&CG Committee charter provides that the N&CG Committee may, from time to time, retain legal, accounting or other consultants or experts, including but not limited to leadership search firms, the N&CG Committee deems necessary in the performance of its duties, including in its process of identifying director candidates.
The principal purposes of the N&CG Committee are to:
identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill Board vacancies;
review and recommend non-employee director compensation to the Board;
develop and recommend to the Board and oversee implementation of the Company’s corporate governance guidelines;
oversee evaluations of the Board; and
recommend to the Board nominees for the committees of the Board.
During 2020, Willis, as independent outside compensation consultant, advised the N&CG Committee on non-employee director compensation matters.
Environmental, Health, Safety, Quality and Public Policy Committee
The Company’s Environmental, Health, Safety, Quality and Public Policy Committee (the “EHS Committee”) is currently comprised of Dr. Ihlenfeld (chairman), Mr. Brown, Ms. Hill, Ms. Kissire and Mr. Wulff. The EHS Committee assists the Board in fulfilling its oversight duties regarding, while Company management retains responsibility for assuring compliance with, applicable environmental, health and safety laws and regulations. The complete text of the EHS Committee charter, as last amended by the Board of Directors on July 15, 2020, is available on our website, https://investors.celanese.com, by clicking “Corporate Governance”.
The principal purposes of the EHS Committee are to:
oversee the Company’s policies and practices concerning environmental, health, safety, quality and public policy issues;
review the impact of such policies and practices on the Company’s ESG and sustainability responsibilities; and
make recommendations to the Board regarding these matters.
Board Oversight    
Stockholders elect the Board to oversee management and to serve stockholders’ long-term interests. Management is responsible for delivering on our strategy, creating our culture, creating and delivering innovative products and services, establishing accountability, and controlling risk. The Board and its committees work closely with management to balance and align strategy, risk, corporate social responsibility, and other areas while considering feedback from stockholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board and its committees, and management. To support that dialogue, the Board and its committees have access to,
  
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receive presentations from, and conduct regular meetings with the senior leadership team, other business and function leaders, subject matter experts, the Company’s enterprise risk management and internal audit functions, and external experts and advisors.
Board oversight of strategy
One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy. As Celanese continues to transform and expand its business, the Board works with management to respond to a dynamically changing environment. At least quarterly, the CEO, the senior leadership team, and leaders from across the Company provide detailed business and strategy updates to the Board. At least annually, the Board conducts an even more in-depth review of the Company’s overall strategy, including critical issues, risks and opportunities. At all of these reviews, the Board engages with the senior leadership team and other business leaders regarding business objectives, the competitive landscape, economic trends, public policy and regulatory developments and other critical issues. At meetings occurring throughout the year, the Board also assesses acquisitions, the Company’s operating and capital plan, and performance for alignment to our strategy. The Board looks to the focused expertise of its committees to inform strategic oversight in their areas of focus. Members of senior management are available to discuss the Company’s strategy, plans, results and issues with the Board committees and the Board, and regularly attend such meetings to provide periodic briefings and access. In addition, the Audit Committee regularly holds separate executive sessions with the lead client service partner of the independent registered public accounting firm, the chief financial officer, the internal auditor, the chief compliance officer and other members of management as appropriate.
Board oversight of risk
Effective risk management is critical to Celanese’s ability to achieve its strategy and ESG goals. The Board oversees management in exercising its responsibility for managing risk, considering our robust framework of policies, procedures, and processes to anticipate, identify, assess, prioritize, and mitigate risks across the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the committees of the Board and the Board as a whole participate in the oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process, reviewing and monitoring management’s execution of the strategic and business plan, and selected risk areas, including cybersecurity. Each Board committee is responsible for oversight of specific risk areas relevant to their respective committee charter. The oversight responsibility of the Board and the Board committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks. In addition, the Board recognizes that risk management and oversight comprise a dynamic and continuous process and reviews the enterprise risk model and process periodically. On a regular basis, the Board and its committees engage with management on risk as part of broad strategic and operational discussions which encompass interrelated risks, as well as on a risk-by-risk basis.
The Board executes its oversight responsibility directly and through its committees. Committees discuss the Company’s risk exposures with management, the internal audit executive and the independent external auditor in an iterative risk assessment process. Results of risk audits are routinely reported to leadership and the Audit Committee.who regularly report back to the Board. Some examples of risks overseen by committees are:
The Audit Committee regularly reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, internal control over financial reporting and disclosure controls and procedures, tax, investment, and other financial risks, as well as the Company’s financial position and financial activities. The Audit Committee also oversees the Company’s compliance program.
The CMDC oversees compensation programs, policies and practices and their effect on risk-taking by management. See Compensation Risk Assessmentfor additional information.
The N&CG Committee oversees the governance framework and structure as well as other corporate governance matters, including oversight of the annual Board and committee self-assessment process, and is charged with developing and recommending to the Board corporate governance principles and policies
  
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and Board committee structure, leadership and membership.
The EHS Committee oversees certain operational risks related to environmental, process and product safety and quality, as well as reputational issues related to those matters.
The full Board oversees the enterprise risk process that management implements and reviews risks associated with it.
The full Board and the CMDC address issues and risks associated with diversity, equity and inclusion and human capital management.
Each of the Board committees is required to make regular reports of its actions and any recommendations to the Board with respect to risk management, including recommendations to assist the Board with its overall risk oversight function. In addition, an annual report of enterprise risks, which undergo a comprehensive review using strategic, operational, financial, compliance and IT risk themes, is delivered to the Board. This approach to risk oversight does not affect the Board’s leadership structure.
Each of our directors has substantial experience managing and overseeing risk for complex, international organizations that they leverage while serving on our Board. For example, Mr. Wulff’s experience leading Hercules International as its chairman, necessitated risk management and oversight on a daily basis, while Mr. Brown continues to do so as chief executive officer of L3 Harris Technologies, Inc. The extensive chemicals leadership histories shared by Mr. Galante, Dr. Ihlenfeld and Ms. Ryerkerk, as well as Ms. Hill’s leadership experience in technology, allow each of them to understand and address key risk-related issues unique to our industry and the Company. Risk management was an active component of Mr. Hoffmeister’s responsibilities as chief financial officer for Life Technologies, Ms. Kissire’s senior leadership positions with Ernst & Young LLP and Mr. Wulff’s responsibilities as chief financial officer for Union Carbide. Finally, the management, leadership, accounting and legal backgrounds of Ms. Blackwell, Ms. Kissire and Ms. Rucker cause them to be especially in-tune with recognizing and advising on a broad array of issues affecting corporate risk.
Highlight on oversight of human capital management
The Board, the CMDC, and the EHS Committee engage with the senior leadership team and human resources executives on a regular basis across a broad range of human capital management issues. Celanese is focused on creating a respectful, safe, rewarding, diverse, and inclusive work environment that allows our people to build meaningful careers. The success of these human capital management objectives is important to the fulfillment of our strategy, and the Board works with management to provide oversight on matters including culture, succession planning and development, compensation, benefits, employee recruiting and retention, diversity, equity and inclusion and respectful workplace. Additionally, each year, the CMDC Committee evaluates management’s annual assessment of risk related to our compensation policies and practices. The Board and the CMDC Committee work with the CEO and our head of Human Resources to review CEO and senior executive succession plans, considering the qualifications and experience of potential leadership candidates.
Highlight on oversight of cybersecurity risk and data privacy
The Board and the Audit Committee are each involved in oversight of the Company’s management of cybersecurity risk. Cybersecurity protection is vital to maintaining our proprietary information and the trust of our customers and employees. We recognize the importance of securing our data and systems from potential breach. Management provides regular updates to the Board, including information about cybersecurity governance processes, the status of projects to strengthen internal cybersecurity, and the results of security breach simulations. The Board and its committees also discuss recent incidents throughout the industry and the emerging threat landscape.
To protect the Company, we maintain cyber/information security insurance with coverage for security incident response expenses, certain losses due to network security failures, investigation expenses, privacy liability and certain third-party liabily. In early 2021, we hired a Chief Information Security Officer to further support our efforts to protect our information and manage our cybersecurity risks.
  
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Highlight on oversight of strategic acquisitions
The Board provides oversight of Celanese’s strategic acquisition and integration process, which supports alignment with our strategic objectives, provides accountability across acquisitions, and enables insight for future acquisitions. Our Board includes eight members with extensive negotiation, acquisition, integration, and other business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy and culture. Celanese views strategic acquisitions as an important element in delivering long-term stockholder value. While management is charged with identifying potential acquisition targets, executing transactions, and managing integration, our Board’s oversight extends to each phase. Management and the Board regularly discuss potential acquisitions and their role in the Company’s overall business strategy. These discussions include acquisitions in process and potential future acquisitions, focusing on valuation, strategic risk, and potential synergies with our businesses and strategy. When management considers potentially significant acquisitions, the Board receives updates and discusses with management a broad range of matters, including negotiations, due diligence findings, valuation, tax impacts, integration planning, talent retention, risk, and regulatory impacts. Throughout the acquisition process, the Board has access to the senior leadership team, appropriate business leaders, subject matter experts, and external advisors. As part of the entire strategic acquisition lifecycle, the Board also receives regular updates and provides feedback on ongoing integration, operational success, and financial performance of our completed acquisitions, which allows the Board to provide oversight and to identify trends and opportunities across transactions and over time.
Board oversight of environmental, social and governance matters
We recognize that success is defined by our stakeholders – investors, customers, employees, communities – and is reflected in our efforts to promote safety and protect our environmental resources as a responsible corporate citizen.
In 2019, CEO Lori Ryerkerk recognized the need to lead the next generation of sustainability efforts for the Company and formed the Celanese ESG Council. Our ESG Council is a cross-functional team of senior leaders from each region to develop an ESG strategy on topics material to Celanese’s long-term success.
The ESG Council meets monthly to form recommendations to senior leadership on key ESG program strategy and implementation of ESG-related projects. For example, the ESG Council has made recommendations on standards reporting alignment, further development of key KPIs, and has led a project to launch a “Sustainability” site on celanese.com.
The Company and the Board receive feedback from stockholders on ESG issues through our stockholder outreach program and through communication from stockholders.
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Our Board committees are actively involved in ESG oversight.
The EHS Committee oversees the Company’s responsibility initiatives including in the areas of safety, quality and environmental sustainability, and monitors the Company’s response to important public policy issues impacting environmental responsibility. The EHS Committee meets and reports to the Board quarterly on these ESG topics.
  
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The CMDC oversees compensation programs, policies and practices as well as addressing human capital management including diversity, equity and inclusion, management succession, talent development and employee wellbeing.
The Audit Committee reviews and assesses the Company’s processes to manage financial reporting risk and to manage internal audit, as well as the Company’s financial position and financial activities and policies for risk assessment, which include certain ESG risks.
The N&CG Committee oversees governance matters affecting the Board and the Company generally, including governance enhancements in response to stockholder feedback.
Our Board regularly reviews the areas of responsibility of its committees, including through a regular annual review of its Committee Charters and our Corporate Governance Guidelines, and include as part of those reviews ESG topics that are most significant to Celanese as informed by our materiality analysis.
For highlights of some of our most significant recent progress on key ESG initiatives, please see “Environmental, Social and Governance Update” in the forepart of this Proxy Statement.

Stockholder Engagement
The Board believes accountability to stockholders is a mark of good governance and critical to the Company’s success. To that end, the Company maintains dedicated resources for regular active communication with stockholders. The Company regularly engages with stockholders on a variety of topics throughout the year to ensure we are addressing their questions and concerns, to seek input and to provide perspective on Company policies and practices. Topics include corporate strategy, cash deployment, executive compensation plan design and practices, Board composition and refreshment, executive succession, governance and social responsibility.
During 2020, we contacted stockholders representing approximately 60% of our shares to offer engagement meetings and met telephonically with stockholders holding approximately 21% of our Common Stock. At these meetings, senior representatives of our corporate governance, human resources and investor relations teams, as well as our Lead Independent Director in most cases, met by phone with stockholders to discuss our ESG program, governance, executive compensation and response to the COVID-19 pandemic. In January 2021, we announced a virtual investor day to take place on March 25, 2021, to provide details on the company’s business strategies and outline the path for growth through 2023.
  
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Stockholder Feedback in 2020 Related to Our Strategy, Board, ESG Progress and COVID-19 Response
We have listened intently to the views of stockholders, and the substantial majority that we spoke to in 2020 were supportive of our leadership structure, Board compensation, business response to the COVID-19 pandemic, and progress on our ESG journey. Below is a summary of key topics that we found to be of interest to our stockholders during this year’s engagement.
Topics of Interest to StockholdersOur Perspective, Response, Actions Taken and Actions Planned
● Diversity of our workforce, and our plans for disclosing diversity-related metrics for our Board, executive leadership and employees
● We have made significant progress in recent years in improving the inclusiveness of our organization and the diversity represented by our employees, executive leadership and Board. For more information, see our discussion of Human Capital Management beginning on page 51.

● We have disclosed key workforce diversity metrics on our sustainability website (https://www.celanese.com/sustainability), in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2021, and elsewhere in this proxy statement (pages 9 and 51)
● Our approach towards, and plans for disclosing metrics related to, protecting the world’s climate
● We recognize that climate change is one of the most challenging and significant issues facing the world today.

● In December 2020, our executive leadership adopted a Climate Policy.
 
● We are currently implementing new software to capture SASB-aligned environmental metrics for future disclosure, and are investing in projects to increase our energy efficiency and our use of renewable energy.
● Product recycling and the circular economy
● We are currently developing a growing range of products made from biological sources or renewable materials and materials that can be recycled or composted at the end of their life. See the discussion beginning on page 7.
● Composition and skillset of our Board of Directors● We have a highly-qualified and diverse board that brings unique capabilities across functions, experiences, industries and background.

● Our mix of longer-serving and newer members of our Board effectively combines deep knowledge and experience in the complexities of our business with fresh perspectives and insights.
COVID-19 Related Topics:

● Impact on our business and strategy

● Impact on our workforce
● We adapted to the difficult realities of COVID-19 with agility and we believe our results in 2020 demonstrate the resilience of our business-model. Our long-term strategy has not changed as a result of the pandemic. See the discussion of our 2020 results beginning on page 49.

● We have taken deliberate actions to minimize financial impacts to our employees, keep them whole in pay and benefits and support their wellbeing during COVID-19. See page 53.

See page 56 for information about discussions with stockholders in 2020 regarding our executive compensation programs.
In addition to this direct engagement, the Company has instituted a number of complementary mechanisms that allow stockholders to effectively communicate a point of view with the Board, including:
a dedicated annual meeting page on our website (see page 97);
a majority voting standard (see page 20);
an annual advisory vote to approve executive compensation (see page 45);
annual election of directors (see page 20);
proxy access (see page 20);
commitment to thoughtfully consider stockholder proposals submitted to the Company (see page 100); and
  
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the ability to direct communications to individual directors, a Board committee or the entire Board (see page 99).
How We Have Responded To Stockholder Feedback on Governance Matters in the Past
We routinely consider stockholder feedback in compensation and governance matters. In prior years, in response to stockholder feedback, we took action to eliminate our classified board structure, adopted a proxy access by-law, extended the PRSU performance period from two to three years, and added a return measure (ROCE) to our long-term incentive plan. More recently,
the CMDC adopted a more enhanced clawback policy which covers annual bonuses and long-term awards (3-year look back) for financial restatements, breach of our business conduct policy and certain restrictive covenants, and other matters; and
our Board approved amendments to our insider trading policy to further clarify the extent of our anti-hedging policy and to eliminate pledging of our Common Stock by our executive officers.
Additional Governance Matters
As a global company, Celanese must not only meet a breadth of varying local, state and regional regulations, but also be mindful of possible social and political conflicts. We understand the role corporate governance plays in maintaining our goal to act in accordance with our values.
Celanese’s Board of Directors is composed of a diverse group of leaders with experience at major domestic and international companies. They have worked in key market sectors that reflect our customer base and have sound financial and governance expertise. Their experience provides an understanding of business strategies and impacts, as well as challenges and risks. Nine of 10 directors are independent, 50% represent gender diversity and 10% racial diversity. Copies of our committee charters and other governance documents are available on our website, https://investors.celanese.com.
Governance and Compensation Best Practices
Celanese is committed to strong corporate governance and compensation practices, which promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in the Company. Examples are listed on pages 10 and 48.
Political Engagement Policy
The Company believes in responsible corporate governance and actively participates in the political process to support the needs of our business and our 7,700 employees. The Company seeks to responsibly use our resources to advance public policy consistent with the Company’s values, the sustainability of our business and long-term stockholder values. The Company does not provide any direct political contributions. The Company does, however, sponsor a voluntary, nonpartisan political action committee called the Celanese Political Action Committee (“CELPAC”). CELPAC supports candidates for federal, state and local office in the U.S., representing both major U.S. political parties, that advocate and pursue government policies that promote the Company’s interests. CELPAC is governed by a Board of Directors who regularly evaluates the merits of donations to candidates to align those donations with the Company’s goals. For our full political engagement policy and for a list of political contributions, please go to https://celanese.com/about-us/political-engagement-policy.
Code of Conduct
The Company has adopted a code of business conduct applicable to directors, executive officers and all other employees. Our employees, suppliers and customers can ask questions about our code of conduct and other ethics and compliance issues, or report potential violations, through Navex, a global Internet and telephone information and reporting services company. The code of conduct is available on our compliance website, http://compliance.celanese.com, by clicking “Business Conduct Policy”. In the event the Company amends or waives any of the provisions of the code of conduct applicable to our principal executive officer, principal financial officer or
  
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controller that relates to any element of the definition of ”code of ethics” enumerated in applicable SEC rules, the Company intends to disclose these actions on the Company’s website.
No Hedging, No Pledging and Anti-Short Sale Policies
The Company's hedging policy prohibits directors, executive officers and all employees of the Company and its subsidiaries from engaging in any transaction, acquiring any financial instrument, or entering into any derivative contract, directly or indirectly (including through any designee), that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of any securities of the Company, including Common Stock, held directly or indirectly by any such person. The policy applies to all securities of the Company held by such a person, including securities not acquired as compensation. The hedging policy indicates that prohibited hedging may include put options, call options, forward sale contracts, prepaid variable forward contracts, equity swaps, collars and exchange funds.
The Company's pledging policy prohibits directors and executive officers from pledging Common Stock, including holding Common Stock in a margin account. Directors and executive officers are also prohibited from engaging in short sales related to Common Stock.

  
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 Governance
Director Compensation
Director Compensation Process
Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our Common Stock.
The Board reviews director compensation at least annually based on recommendations by the N&CG Committee. The N&CG Committee has the sole authority to engage a consulting firm to evaluate director compensation and since 2017 has engaged Willis to assist in setting director compensation. The N&CG Committee reviews director compensation taking into account multiple factors, including pay practices at publicly traded companies, continued expansion of director, committee chair and lead director responsibilities, and the growing time commitment. The N&CG Committee and the Board base their determinations on director compensation on recommendations from Willis and on market practices and reviewing trends at other S&P 500 companies and our compensation comparator companies (outlined below). In light of the onset of the COVID-19 pandemic and the impact on the Company’s financial results, the Board determined not to approve any changes in the level or mix of director compensation during its most recent annual review in July 2020.
Director Compensation in 2020
The Company uses both cash and equity-based compensation to attract and retain qualified directors to serve on our Board of Directors, as follows:
Director Compensation ComponentAmount
Annual Awards
Annual cash retainer (paid quarterly)
$105,000
Annual time-based restricted stock units (“RSU”)(one-year vesting)
$150,000
Incremental Awards for Board Leadership
Annual cash fee for chair: (i) nominating and corporate governance committee, and (ii) environmental, health, safety, quality and public policy committee
$15,000
Annual cash fee for chair: (i) audit committee, and (ii) compensation and management development committee
$20,000
Annual cash fee for lead independent director
$25,000
Newly-elected directors receive a pro-rata equity award. Non-management directors are entitled to participate in the Company’s 2008 Deferred Compensation Plan (“2008 Deferred Plan”), which is an unfunded, nonqualified deferred compensation plan that allows directors the opportunity to defer all or a portion of their cash compensation and RSUs in exchange for a future payment amount equal to their deferments plus or minus certain amounts (including dividend equivalents) based on the market performance of specified measurement funds selected by the participant.
  
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2020 Director Compensation Table
The table below is a summary of compensation earned and RSUs granted by the Company to non-management directors for the fiscal year ended December 31, 2020.
Name(1)
(a)
Fees
Earned or
Paid in
Cash
($)(2)
(b)
Stock
Awards
($)(3)
(c)
Option
Awards($)
(4)
(d)
Non-Equity
Incentive Plan
Compensation
($)(5)
(e)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
(f)
All Other
Compensation
($)(7)
(g)
Total
($)
(h)
Jean S. Blackwell120,000 149,972 269,972 
William M. Brown105,000 149,972 254,972 
Edward G. Galante130,000 149,972 279,972 
Kathryn M. Hill125,000 149,972 274,972 
David F. Hoffmeister105,000 149,972 254,972 
Dr. Jay V. Ihlenfeld 120,000 149,972 269,972 
Deborah J. Kissire 26,250 87,449 113,699 
Kim K.W. Rucker105,000 149,972 254,972 
John K. Wulff125,000 149,972 274,972 
Mark C. Rohr(7)
303,385 — 102,334439,951845,670 
(1)Ms. Ryerkerk is not included in this table because she was an employees of the Company during 2020 and received no compensation for her services solely as a director.
(2)Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective independent directors, as applicable. For Mr. Rohr, includes fees earned for his service as Executive Chairman through April 15, 2020 and as a director until his retirement effective June 1, 2020.
(3)Represents the grant date fair value of 1,849 RSUs granted to each non-management director (other than Ms. Kissire) in April 2020 under the 2018 Global Incentive Plan, and 754 RSUs granted to Ms. Kissire upon her joining the Board in October 2020. The fair value of RSUs granted to our non-management directors under our 2020 LTIP as part of the annual award was calculated to be $81.11 per RSU for the April grants and $115.98 per RSU for the October grant to Ms. Kissire, which reflects the average of the high and low market price of our Common Stock as reported by the NYSE on the applicable grant date and discounted for lack of dividend participation. As of December 31, 2020, each non-management director listed in the table owned 1,849 RSUs, except Ms. Kissire, who held 754 RSUs. Mr. Rohr did not receive any equity grants in 2020.
(4)The Company has not granted stock options to directors since 2007. As of December 31, 2020, no persons serving as a non-management director held any stock options.
(5)Reflects a pro-rated payment under our 2020 Annual Incentive Plan for Mr. Rohr.
(6)Deferrals by directors under the 2008 Deferred Plan, including deferrals of RSUs, do not receive above-market earnings and therefore no amount with respect to those deferrals is included in the Table for non-employee directors. For Mr. Rohr, amounts in this column reflect change in value of deferred compensation earnings. Our 2008 Deferred Plan is an unfunded, nonqualified deferred compensation plan that provides certain of our senior employees and directors the opportunity to defer a portion of their compensation in exchange for a future payment amount equal to their deferrals plus or minus certain amounts based on the market performance of specified measurement funds selected by the participant. Directors Blackwell, Brown, Galante, Ihlenfeld, Kissire, Rucker and Wulff, and former director Mr. Rohr, were the only directors that made contributions to, or had balances in, this plan during 2020.
(7)Directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities that benefit the Company, including
  
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 Governance
participation in director education programs. We generally do not provide perquisites to our directors, other than small gifts provided at board meetings and upon retirement. Occasionally, a director may use Company-provided aircraft for travel to board meetings. The Board does not provide any tax gross-ups on any director perquisites. No director received perquisites at or exceeding a total incremental value of greater than $10,000 in 2020.
(8) Mr. Rohr retired from the Board of Directors effective June 1, 2020.
Director Stock Ownership Guidelines
The Board of Directors considers Common Stock ownership by directors to be of utmost importance. The Board believes such ownership enhances the commitment of directors to our future and aligns their interests with those of our other stockholders. The Board has therefore established minimum stock ownership guidelines for non-employee directors that require each director to own Common Stock having a value of at least five times his or her base annual cash retainer of $105,000. Each newly elected director has five years from the year elected to reach this ownership level. During the five-year period, a director may not sell more than 50% of the shares received as compensation. As of the computation date, December 31, 2020, all of our then current independent directors had attained the minimum stock ownership levels based on holdings except for Ms. Rucker, who joined the Board in 2018 and is not required to meet the minimum stock ownership guidelines until 2023, and Ms. Kissire, who joined the Board in 2020 and is not required to meet the minimum stock ownership guidelines until 2025. Ms. Rucker and Ms. Kissire are each on-track for compliance.
Director Independence and Related Person Transactions
Director Independence
The listing standards of the NYSE require companies listed on the NYSE to have a majority of “independent” directors. As noted below, all of our directors, other than our Chief Executive Officer, are independent.
The Board of Directors has adopted standards of independence for directors that are set forth in Exhibit A to the Company’s corporate governance guidelines. The Board reviews and determines the independence of each of the directors in accordance with these standards. The full text of the corporate governance guidelines is available on our website, https://investors.celanese.com, by clicking “Corporate Governance”. These standards incorporate all of the requirements for director independence contained in the NYSE listing standards. The NYSE listing standards generally provide that a director is independent if the Board affirmatively determines that the director has no material relationship with the Company directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. In addition, a director is not independent if certain other relationships exist.
The Board, based on the recommendation of the N&CG Committee, affirmatively determined that nine of our current directors, Mr. Brown, Mr. Galante, Mr. Hoffmeister, Mr. Ihlenfeld and Mr. Wulff, and Ms. Blackwell, Ms. Hill, Ms. Kissire and Ms. Rucker are independent of the Company and its management under the NYSE listing standards and the Company’s director independence standards. Ms. Ryerkerk, our CEO, is the only current director who is not independent.
In addition, in compliance with the NYSE listing standards, we have an Audit Committee, a Compensation and Management Development Committee and a Nominating and Corporate Governance Committee that are each entirely composed of independent directors. Each of these committees have written charters addressing the respective committee’s purpose and responsibilities and the annual evaluation of the performance of these committees.
The Company in the normal course of business has been a party to transactions with other entities (or their subsidiaries) where certain of our directors are themselves either directors or officers. When making the Board’s
  
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 Governance
director independence determination, the Board was aware of, and considered, the relationships listed below. All the business relationships noted below were entered into on standard pricing and terms and arose in the ordinary course of our business. The amounts involved in each relationship did not exceed the greater of $1,000,000 or two percent of such other company’s consolidated gross revenues. As a result, each qualified under a categorical standard of independence that the Board previously approved and none of the relationships were otherwise deemed to be a material relationship that impaired the director’s independence.
DirectorOrganizationDirector’s Relationship
to Organization
Type of Transaction, Relationship or ArrangementDoes the Amount Exceed the Greater of $1 million or 2% of either company’s Gross Revenues?
Jean S. BlackwellIngevity Corporation and its subsidiaries and affiliatesDirectorBusiness Relationship - Routine sales to IngevityNo
Johnson Controls International plc and its subsidiaries and affiliatesDirectorBusiness Relationship - Routine sales to, and purchases from, Johnson ControlsNo
Edward G. GalanteLinde plc and subsidiaries and affiliates*DirectorBusiness Relationship - Routine sales to, and purchases from, LindeNo
Clean Harbors and its subsidiaries and affiliatesDirectorBusiness Relationship - Routine purchases from Clean HarborsNo
Dr. Jay V. IhlenfeldAshland Global Holdings Inc. and its subsidiaries and affiliatesDirectorBusiness Relationship - Routine sales to, and purchases from, AshlandNo
Deborah J. KissireAxalta Coating Systems Ltd. and its subsidiaries and affiliatesDirectorBusiness Relationship - Routine sales to AxaltaNo
John K. WulffHexion Holdings Corporation and its subsidiaries DirectorBusiness Relationship - Routine sales to, and purchases from, HexionNo
* During 2018, Praxair, Inc. merged with Linde AG to form Linde plc.
There are no family relationships among our directors.
Certain Relationships and Related Person Transactions
The Board of Directors has adopted a written policy regarding related person transactions (the “Related Party Transaction Policy”). For purposes of SEC rules and such policy, an interested transaction is a transaction or relationship in which the aggregate amount involved exceeds or may reasonably be expected to exceed $120,000 since the beginning of the Company’s last fiscal year, the Company or any of its subsidiaries is a participant, and any related party will have a direct or indirect material interest in the transaction or relationship. A related party is any person who is or was during the last fiscal year an executive officer, director or nominee for election as a director; a greater than 5 percent beneficial owner of Common Stock; or an immediate family member of any of these persons. Compensation paid to our named executive officers is not treated as an interested transaction under the Related Party Transaction Policy to the extent that it is disclosed as compensation in this Proxy Statement. In addition, a related party would not be deemed to have a “material interest” in a transaction simply due to such person’s position as a director of the other party in the transaction or, in the case of simply being an employee of the other party to the transaction, in the latter case if the aggregate amount involved in the subject year does not exceed the greater of $1,000,000 or two percent of that party’s annual revenues.
The Audit Committee reviews the material facts of all interested transactions that meet the requirements discussed above and therefore require the Audit Committee’s approval and either approves or disapproves of the entry into the interested transaction. In determining whether to approve or ratify an interested transaction, the Audit
  
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Committee takes into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
In addition, the Audit Committee has delegated to the chairman of the Audit Committee the authority to pre-approve or ratify (as applicable) any interested transaction with a related party in which the aggregate amount involved is expected to be less than $2,000,000. In connection with regularly scheduled meetings of the Audit Committee, the Company provides the Audit Committee for its review a summary of each new interested transaction that was pre-approved by the chairman of the Audit Committee. No director may participate in any discussion or approval of an interested transaction for which he or she is a related party, except that the director is to provide all material information concerning the interested transaction to the Audit Committee.
No interested transactions were approved or ratified or, to our knowledge, required to be approved or ratified, during 2020.
None of our directors are adverse to the Company in any pending litigation.
  
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Stock Ownership Information
STOCK OWNERSHIP INFORMATION
Principal Stockholders and Beneficial Owners
The following table sets forth information with respect to the beneficial ownership of Common Stock as of February 18, 2021, by (i) each person known to the Company to beneficially own more than 5% of our Common Stock; (ii) each of the Company’s present directors, including those nominated for election at the Annual Meeting; (iii) the named executive officers ; and (iv) all present directors and executive officers of the Company as a group. The percentage of beneficial ownership set forth below is calculated in accordance with SEC Rules and is based on the number of shares of Common Stock outstanding as of February 18, 2021, which was 114,174,882.
Amount and Nature of Beneficial Ownership of Common Stock
Common Stock
Beneficially Owned
(1)
Rights to
Acquire
Shares of Common Stock
(2)
Total
Common
Stock
Beneficially Owned
Percentage of
Common Stock
Beneficially Owned
 
The Vanguard Group, Inc.(3)
13,687,080 — 13,687,080 12.0 
Wellington Management Company, LLP(4)
10,149,129 — 10,149,129 8.9 
Dodge & Cox(5)
9,622,670 — 9,622,670 8.4 
Capital International Investors(6)
8,105,272 — 8,105,272 7.1 
BlackRock, Inc.(7)
7,560,484 — 7,560,484 6.6 
Directors(8)(9)
Jean S. Blackwell5,377 — 5,377 *
William M. Brown103 — 103 *
Edward G. Galante8,074 — 8,074 *
Kathryn M. Hill7,625 — 7,625 *
David F. Hoffmeister44,571 — 44,571 *
Dr. Jay V. Ihlenfeld5,661 — 5,661 *
Deborah J. Kissire 100 100 *
Kim K.W. Rucker56 — 56 *
John K. Wulff15,372 — 15,372 *
Named Executive Officers(8)
Todd L. Elliott36,681 
(9)
— 36,681 *
Shannon L. Jurecka17,347 — 17,347 *
Thomas F. Kelly15,653 — 15,653 *
A. Lynne Puckett9,590 — 9,590 *
Scott A. Richardson34,799 
(9)
— 34,799 *
Lori J. Ryerkerk(10)
13,049 — 13,049 *
All present directors, nominees and executive officers as a group (16 persons)(11)
227,382 — 227,382 *
*Less than 1% of shares.
  
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Stock Ownership Information
(1)Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through the vesting of restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers are subject to hedges or have been pledged.
(2)Reflects rights to acquire shares of Common Stock within 60 days of February 18, 2021, and includes, as applicable, shares of Common Stock issuable upon the vesting of restricted stock units granted under the 2009 GIP and 2018 GIP within 60 days of February 18, 2021. Does not include units in a stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Ms. Blackwell – 6,791 equivalent shares, Mr. Brown – 6,975 equivalent shares, Mr. Galante – 6,213 equivalent shares, Dr. Ihlenfeld – 9,348 equivalent shares, Ms. Rucker – 2,196 equivalent shares, and Mr. Wulff – 20,159 equivalent shares.
(3)On February 10, 2021, The Vanguard Group, Inc. (“Vanguard Group”) filed Amendment No. 7 to Schedule 13G with the SEC reporting beneficial ownership of 13,687,080 shares of Common Stock as of December 31, 2020, with shared voting power over 195,970 shares, sole dispositive power over 13,170,222 shares and shared dispositive power over 516,858 shares. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(4)On February 4, 2021, Wellington Group Holdings LLP (“Wellington”) filed a Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 10,149,129 shares of Common Stock as of December 31, 2020, with shared voting power over 9,334,062 shares and shared dispositive power over 10,149,129 shares. The address of Wellington is 280 Congress Street, Boston, MA 02210.
(5)On February 11, 2021, Dodge & Cox filed Amendment No. 11 to Schedule 13G with the SEC reporting beneficial ownership of 9,622,670 shares of Common Stock as of December 31, 2020, with sole voting power over 9,143,945 shares and sole dispositive power over 9,622,670 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
(6)On February 16, 2021, Capital International Investors (“Capital International”) filed Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 8,105,272 shares of Common Stock as of December 31, 2020 with sole voting power over 8,093,091 shares and sole dispositive power over 8,105,272 shares. The address of Capital International is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.
(7)On January 29, 2021, BlackRock, Inc. (“BlackRock”) filed Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 7,560,484 shares of Common Stock as of December 31, 2020, with sole voting power over 6,441,007 shares and sole dispositive power over 7,560,484 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
(8)Listed alphabetically. Each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.
(9)Includes beneficial ownership of Common Stock by Mr. Richardson and Mr. Elliott of 567 and 1,505 equivalent shares, respectively, in the Celanese Stock Fund under the CARSP as of February 18, 2021. Each has the ability to direct the voting of the Common Stock underlying these equivalent shares and the ability to change their investment options at any time.
(10)Ms. Ryerkerk also serves as a director and her ownership information is set forth under “Named Executive Officers”.
(11)Does not include an estimated 241,500 PRSUs (at target) held by our current executive officers as of February 18, 2021 subject to future performance and vesting conditions.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers (as defined) and persons who own more than ten percent of our Common Stock, to file with the SEC reports of their ownership and changes in their ownership of Common Stock. Directors, officers and greater than ten percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company, or written representations from our directors and officers that all reportable transactions were reported, the Company believes, to the best of its knowledge, that for the year ended December 31, 2020, all filing requirements applicable to its directors, officers and greater than ten-percent stockholders were complied with except that a report by Mr. John Fotheringham, our Senior Vice President, Acetyls and one of our executive officers, relating to an open-market sale transaction was filed late.

  
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Audit Matters
AUDIT MATTERS
Audit Committee Report
The Audit Committee is composed of five independent directors, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the external reporting process and the Company’s internal controls. The Audit Committee serves as the primary communication link among the Board, the independent public accounting firm, and our internal auditors.
Company management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and the internal control over financial reporting. The independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee reviewed and discussed with the Company’s management and KPMG LLP the audited financial statements for the Company for the year ended December 31, 2020. The Audit Committee also met with KPMG LLP and the internal auditors, with and without management present, to discuss the results of the auditors’ examinations, their evaluation of our internal control, and the overall quality of our financial reporting. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee reviewed and discussed with KPMG LLP its independence from the Company and management, including the matters in the written disclosures required by PCAOB Rules.
The Audit Committee discussed with KPMG LLP and the internal auditors the overall scope and plans for their respective audits. The Audit Committee reviewed and discussed the fees billed to the Company by KPMG LLP for audit, audit-related, tax and other services provided during fiscal 2020, which are set forth under Item 2: Ratification of Independent Registered Public Accounting Firm, and determined that the provision of non-audit services is compatible with KPMG LLP’s independence. Based on the Audit Committee’s reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.
The Audit Committee evaluates the performance of the independent registered public accounting firm each year and determines whether to re-engage the current firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the registered public accounting firm, along with their capabilities, technical expertise, and knowledge of our operations and industry. Based on these evaluations, the Audit Committee decided to engage KPMG LLP as our independent registered public accounting firm for fiscal 2021. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee has continued its long-standing practice of recommending that the Board ask our stockholders to ratify the appointment of the registered public accounting firm at our annual meeting of stockholders. This report was submitted by the current members of the Audit Committee,
Dated: February 10, 2021John K. Wulff, Chairman
(The Audit Committee report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Audit Committee report by reference therein.)
William M. Brown
David F. Hoffmeister
Deborah J. Kissire
Kim K.W. Rucker
  
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Audit Matters
ITEM 2: Ratification of Appointment of Independent Registered Public Accounting Firm    
The Audit Committee of the Board of Directors has selected KPMG LLP to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2021. Since 2004, KPMG LLP has served as our independent registered public accounting firm and also provided other audit-related and non-audit services that were approved by the Audit Committee.
Representatives of KPMG LLP will virtually attend the Annual Meeting, will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from stockholders.
We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm. Although ratification is not required by our by-laws or otherwise, the Board is submitting the Audit Committee’s selection of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. If the appointment of KPMG LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.
Audit and Related Fees
Aggregate fees billed to the Company by KPMG LLP and its affiliates were as follows:
 Year Ended December 31,
 20202019
Audit Fees(1)
$6,818,661 $6,062,500 
Audit-related Fees(2)
97,380 57,450 
Tax Fees(3)
1,275,285 986,925 
All Other Fees(4)
— — 
Total Fees$8,191,326 $7,106,875 
(1)For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits in non-U.S. jurisdictions, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.
(2)Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.
(3)Primarily for professional services related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.
(4)For other permitted professional advisory services.
  
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Audit Matters
Audit Committee Pre-Approval Policy    
The Audit Committee is responsible for appointing, retaining and pre-approving the fees of the Company’s independent registered public accounting firm. The Audit Committee has adopted a Policy for Pre-Approval of Independent Auditor Services (“Pre-Approval Policy”) pursuant to which proposed services may be pre-approved through the application of detailed policies and procedures (“general pre-approval”) or by specific review of each service (“specific pre-approval”). The Audit Committee has provided general pre-approval for certain specific types of non-prohibited audit, audit-related and tax services that do not exceed $200,000 per project and $1,000,000 per year in the aggregate and gives detailed guidance to management as to the specific services that are eligible for general pre-approval. The Audit Committee is to be informed on a timely basis of any services performed by the independent registered public accounting firm pursuant to general pre-approval. Unless a type of service is included in this general pre-approval, it will require specific pre-approval. The annual audit services engagement terms and fees must be specifically pre-approved by the Audit Committee. Requests to provide services that require specific pre-approval must be submitted to the Audit Committee by both the independent registered public accounting firm and the chief financial officer or corporate controller, and must include detailed back-up documentation and a joint statement as to whether the request or application is consistent with the SEC’s rule on auditor independence.
The Audit Committee may delegate its pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
All services performed by our independent registered public accounting firm in 2020 were pre-approved by the Audit Committee or otherwise under the Pre-Approval Policy.
Vote Required
Although ratification is not required in our by-laws or otherwise, approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2021

  
Celanese 2021 / Notice of Annual Meeting and Proxy Statement / 43

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Executive Compensation
EXECUTIVE COMPENSATION
Table of Contents
ITEM 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Named Executive Officers
We Follow Compensation Governance Best Practices
Business Performance and the Impact of COVID-19
Human Capital Management
Performance Goals for 2020
2020 Payouts Aligned to Performance on Quantitative and Qualitative Metrics
2020 Say on Pay Vote and Stockholder Engagement
Compensation Philosophy and Elements of Pay
Compensation Philosophy
Compensation Objectives
Elements of Compensation
Setting Total Compensation
Our Compensation Comparator Group
Compensation Decisions
Base Salary
Annual Incentive Plan Awards
Long-Term Incentive Compensation
Compensation Governance
Compensation and Management Development Committee Oversight
Role of the CMDC’s Independent Compensation Consultant
Role of Management and Management’s Consultant
Additional Information Regarding Executive Compensation
Other Compensation Elements
Executive Stock Ownership Requirements
Executive Compensation Clawback Policy
Tally Sheets
Tax and Accounting Considerations
COMPENSATION RISK ASSESSMENT
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
 
COMPENSATION TABLES
2020 Summary Compensation Table
2020 Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal 2020 Year-End Table
2020 Option Exercises and Stock Vested Table
2020 Pension Benefits Table
2020 Nonqualified Deferred Compensation Table
Potential Payments Upon Termination or Change in Control
CEO PAY RATIO
Non-GAAP Financial Measures
This Proxy Statement, including the Compensation Discussion and Analysis, contains financial measures presented on a Non-GAAP basis. Celanese’s non-GAAP financial measures used in this document are as follows: [1] Adjusted earnings per share (or Adjusted EPS), which we define as earnings (loss) from continuing operations attributable to Celanese Corporation, adjusted for income tax (provision) benefit, Certain Items, and refinancing and related expenses, divided by the number of basic common shares and dilutive restricted stock units and stock options calculated using the treasury method; [2] Free cash flow, which we define as net cash provided by (used in) operations, less capital expenditures on property, plant and equipment, and adjusted for capital contributions from or distributions to our partner in our methanol joint venture. Free cash flow amounts are net of pension contributions of $316 million in 2017 and $300 million in 2016; [3] Adjusted EBIT, which we define as net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjusted for Certain Items; and [4] Return on invested capital (adjusted), which we define as Adjusted EBIT, tax effected using the adjusted tax rate, divided by the sum of the average of beginning and ending short- and long-term debt and Celanese Corporation stockholders’ equity. See “Exhibit A” to this Proxy Statement for additional information concerning these performance measures and a reconciliation of these measures to earnings (loss) from continuing operations attributable to Celanese Corporation per common share-diluted, net cash provided by (used in) operations, net earnings (loss) attributable to Celanese Corporation, and net earnings (loss) attributable to Celanese Corporation divided by the sum of the average of beginning and end the of year short- and long-term debt and Celanese Corporation stockholders’ equity, the most comparable U.S. GAAP financial measures, respectively.
  
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Executive Compensation
ITEM 3: Advisory Approval of Executive Compensation    
The Company’s compensation program for our named executive officers (“NEOs”) was designed by our compensation and management development committee (the “CMDC”) to meet our compensation philosophy and objectives, including maintaining a strong pay for performance culture. The principles of the program have contributed to our strong performance and have rewarded executives appropriately. See Compensation Discussion and Analysis – Executive Summary for a summary of our compensation philosophy, 2020 performance, pay decisions and additional compensation information.

This “say-on-pay” proposal gives stockholders the opportunity annually to cast a vote on our executive compensation program based on the following resolution:
“Resolved, that the stockholders approve, on an advisory basis, the compensation of our NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, contained in this Proxy Statement.”
The Board of Directors recommends that stockholders endorse the compensation program for our NEOs by voting FOR the above resolution. We believe that executive compensation for 2020 was reasonable and justified by our performance. Our compensation program is the result of a carefully considered approach and takes into account input provided by stockholders and advice received from the CMDC’s independent compensation consultant. The Board of Directors currently has a policy of holding annual advisory votes to approve our executive compensation. Provided that the Board of Directors does not modify this policy, the Company’s next say-on-pay proposal after the 2021 Annual Meeting will be presented at the 2022 Annual Meeting of Stockholders.
Advisory Vote
This vote is mandated by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulations. As an advisory vote, this proposal is not binding upon the Company. In addition, the non-binding advisory vote described in this proposal will not be construed as overruling any decision by the Company, the Board of Directors, or the CMDC, relating to the compensation of the NEOs, or creating or changing any fiduciary duties or other duties on the part of the Board of Directors, or any committee of the Board of Directors, or the Company.
Vote Required
Approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION PROGRAM
  
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Executive Compensation
Compensation Discussion and Analysis    
Our Compensation Discussion and Analysis describes the objectives and elements of our executive compensation program, its alignment with performance, compensation decisions regarding our NEOs, and actions of the CMDC.
Executive Summary
Business Performance (further details can be found beginning on page 49)
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ü
We responded proactively to the COVID-19 pandemic, protecting our cash position, optimizing our operations and enacting productivity improvements, as well as surpassed analyst earnings consensus for all four quarters in 2020.
ü

Our cumulative Adjusted EPS over the 2018-2020 period was $28.17, exceeding our previous three-year record $28.04 in Adjusted EPS from 2017-2019, and well above the $25.12 Adjusted EPS from 2016-2018. Our Adjusted EPS for 2020 was $7.64, down 19.8% from 2019 primarily due to the impact of the COVID-19 pandemic on product demand.
ü
Our net sales were $5.7 billion in 2020, down 10.2% from 2019, primarily as a result of (i) lower volume and (ii) lower pricing, across all of our segments due to depressed global economic conditions, reduced customer demand and overall deflationary environment for raw materials, all as a result of the COVID-19 pandemic.
ü

For 2020, our Adjusted EBIT was lower than the prior year by 23.4%, primarily reflecting the significant weakening of demand in the end markets served by our Acetyl Chain and Engineered Materials businesses. We believe that substantially all of the decline in Adjusted EBIT was directly due to the impact of the pandemic, with the exception of certain costs associated with turnaround activity that we accelerated into 2020. Despite the challenges of the pandemic, we achieved free cash flow of $950 million and ended the year with $955 million in cash and cash equivalents and the full $1.25 billion of borrowing availability under our senior unsecured revolving credit facility.
ü
Cumulative total stockholder return(1) over the prior 1-, 3- and 5-year periods was 8.3%, 29.7% and 114.6%, respectively, comparing favorably to the Dow Jones Chemical Index of industry peers.
ü
We completed initiatives for sustainable cost savings, and exceeded our gross productivity target for 2020 by 7%.
ü
We executed on strategic initiatives to maintain liquidity, including monetizing our passive stake in Polyplastics for approximately $1.6 billion in cash proceeds.
(1) Total stockholder return, or TSR, is cumulative stock price appreciation pus dividends, with dividends reinvested.
Responding to the COVID-19 Pandemic
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ü
During the unprecedented COVID-19 pandemic, we quickly adapted to help protect our employees and adjust our manufacturing operations to meet new demands and challenges whilst maintaining our priorities of safety, product quality and customer service and remaining focused on our long-term strategy.
ü
We sought to protect our employees by temporarily closing the majority of corporate and sales offices, implementing robust cleaning and social-distancing procedures at our manufacturing and other sites, providing training and personal protective equipment to employees and developing infectious disease response and control procedures.
ü
We leveraged our manufacturing flexibility by proactively pausing production at certain facilities experiencing softened demand, and opportunistically used the period of weaker demand during part of 2020 to complete needed turnarounds across our production network.
ü
We worked to minimize U.S. employees missing pay by providing two additional weeks of paid time off and applying vacation time where facilities were required to be idle due to low demand.
ü
During the difficult times posed by the pandemic, we remained focused on delivering for our customers and creating value for our stockholders.
Long-Term Strategy
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ü
Our strategic plan is designed to enhance and sustain the overall growth of the Company and builds upon our proven differentiated business models and leading positions in the Acetyl Chain and Engineered Materials segments.
ü
The Acetyl Chain focuses on optimizing profitability by leveraging the flexibility in its operations and an expansive global asset base.
ü
In Engineered Materials, a unique combination of one of the broadest materials portfolios in the industry and a unique project pipeline management system differentiates our ability to deliver customer value.
ü
The Acetate Tow segment continues to display a stabilized earnings profile despite declining global demand.
ü
We have a capital intensive business, and many of the decisions our NEOs take must be long-term in nature.
üOur long-term strategy has not changed as a result of the COVID-19 pandemic.
  
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Executive Compensation
Capital Allocation (further details can be found beginning on page 51)
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ü
We use a rigorous approach to determine where to invest our robust cash flow. We typically prioritize projects contributing to internal profitability or savings, followed by discrete M&A and then returning capital to stockholders.
ü
Our cash flow from operations in 2020 was $1,343 million, while our free cash flow was $950 million. We undertook a number of initiatives in response to the COVID-19 pandemic to preserve the cash position of the Company and were pleased to finish the year with free cash flow above our original 2020 operating plan put in place before the onset of the pandemic.
ü
During 2020, we maintained our quarterly cash dividend rate of $0.62 per share in a challenging economic environment and paid an aggregate of $293 million in cash dividends. In January 2021, we increased our quarterly dividend to $0.68 per share.
ü
Supported in part by our monetization of our passive Polyplastics joint venture interest, we repurchased $650 million of our Common Stock under our announced share repurchase program.
ü
In total, we returned $943 million to stockholders in 2020.
Stockholder Responsiveness (further details can be found on page 56)
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ü
During 2020, we reached out to stockholders representing 60% of outstanding shares and held discussions with stockholders holding 21% of outstanding shares.
ü
Our Lead Independent Director participated in discussions with several of our largest stockholders, as well as proxy advisors, and feedback from all discussions was conveyed to the entire Board.
ü
In response to stockholder feedback, we have:
ü re-affirmed our pay for performance philosophy;
ü enhanced our proxy disclosure of our pay practices;
ü adopted stockholder-friendly changes to our anti-pledging policy; and
ü adopted a more robust clawback policy.

Compensation Decisions Focus on Pay for Performance
(further details can be found beginning on page 60)
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ü
Under the original annual incentive plan formula adopted by the CDMC in February 2020 before the broader onset of the pandemic, our below-threshold Adjusted EBIT and working capital in 2020, partially offset by stewardship results that were better than target, produced a below-target company performance factor of 36%. Following a rigorous review of Company performance against key strategic priorities and objectives, described in more detail in “2020 Performance Summary,” the CMDC awarded a higher, but still below-target, company performance factor in recognition of strong performance across multiple metrics important to the sustained success of the Company despite the impact of the pandemic. This action positively impacted nearly 1,000 active employees in the organization who participate in the annual incentive plan. As discussed below, the CMDC believes this decision reflected the alignment of pay with our short-term performance in light of success in controllable actions to achieve positive business results and mitigate and offset the negative impact of the pandemic.
ü
With respect to our LTI program results, our 3-year Adjusted EPS and Return on Capital Employed (ROCE) produced a superior payout for our 2018-2020 performance restricted stock unit (PRSU) award. The 2018 PRSUs were paid out in 2021 at 183% of target, reflecting our record best three-year cumulative Adjusted EPS performance, industry leading ROCE and strong total shareholder return over the PRSU measurement period.
ü
Our pay program has supported management’s execution of our business strategy, creating value for stockholders through long-term stock price growth and capital returned to stockholders.
(1) Total stockholder return, or TSR, reflects cumulative stock price appreciation plus dividends, with dividends reinvested.
Named Executive Officers
Our NEOs for 2020 are:
Named Executive Officer
Title (as of December 31, 2020)
Lori J. Ryerkerk
Chairman and Chief Executive Officer
Scott A. Richardson
Executive Vice President and Chief Financial Officer
Thomas F. KellySenior Vice President, Engineered Materials
A. Lynne PuckettSenior Vice President, General Counsel and Corporate Secretary
Shannon L. Jurecka*Senior Vice President and Chief Human Resources Officer
Todd L. Elliott*Former Senior Vice President, Acetyl Chain
* In February 2021, Ms. Jurecka informed the Company of her intent to resign her position with the Company effective at the end of March 2021 to pursue another professional opportunity. Mr. Elliott retired from the Company effective July 3, 2020.
  
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Executive Compensation
We Follow Compensation Governance Best Practices
The CMDC and management periodically review the compensation and benefit programs for our NEOs and other employees to align them with our philosophy and objectives. Accordingly, the Company has adopted a number of practices over the last several years that favorably affect our executive compensation program:
What We Do
üProvide a significant proportion of NEO compensation in the form of performance-based compensation
üPay for performance, including using a high percentage of performance stock units for the annual equity grant to align interests with stockholders
üUse an appropriate comparator group when establishing compensation, which group is evaluated annually to ensure it remains appropriate
ü100% independent directors on our CMDC
üMaintain robust anti-hedging and anti-pledging policies
üConduct an annual ”say-on-pay” advisory vote for stockholders
üOngoing engagement with our stockholders to receive their feedback on business, governance and compensation matters
üBalance short- and long-term incentives, aligning long-term incentives with future performance and stockholder returns
üInclude caps on individual payouts in incentive plans
üMaintain a clawback policy, which can be triggered by a financial restatements, breach of our business conduct policy or certain restrictive covenants, and other matters, and which covers annual bonus and long-term incentive awards with a 3-year look back
üMaintain market-aligned stock ownership guidelines requiring CEO to hold 6x base salary (4x for other NEOs)
üApply double-trigger vesting in the event of a change in control in our long-term equity awards (i.e., participant must terminate after the event to receive benefits)
üCondition grants of long-term incentive awards on execution of a non-solicitation / noncompetition agreement
üUse an independent executive compensation consultant reporting to the CMDC
üReview executive compensation consultant and advisors for independence and performance
What We Don’t Do
XNo change in control excise tax ”gross-up” agreements
XNo excessive perquisites
XNo tax ”gross-ups” for perquisites, except for relocation and expatriate benefits
XNo employment agreements or multi-year compensation guarantees
XNo stock option repricing, reloads or exchange without stockholder approval
XNo dividend equivalents paid on unvested equity awards
XNo excessive risk-taking in our compensation programs
In addition to maintaining good corporate governance, we have designed our annual incentive plan and long-term incentive plan to be aligned with best practices that mitigate against excessive risk. See Compensation Risk Assessment.
  
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Executive Compensation
Business Performance and the Impact of COVID-19
Like all companies, we faced the unprecedented impact of the global COVID-19 pandemic during 2020. Due to the economic disruption caused by the pandemic and by various responses, including government-imposed quarantines, stay-at-home restrictions, travel restrictions and other public health and safety measures, demand for the end markets served by our Acetyl Chain and Engineered Materials businesses weakened significantly. Many of our customers experienced disruptions for significant parts of the year, consumer demand was muted due to economic uncertainty and public health concerns and supply chains were disrupted by lockdowns and social distancing. As a result, global markets in automotive (particularly in the U.S. and Europe), consumer appliances, industrial applications and medical end markets were hit particularly hard during 2020. In addition, low acetic acid pricing, along with volatility in global oil markets, presented a deflationary environment, which also negatively impacted our Acetyl Chain business.
The Company responded to the difficult realities of the pandemic with agility by focusing on controllable actions to care for our employees, continue serving our customers, optimize our global production network and maximize our cash generation and liquidity position in an abnormally low demand environment. After adjusting to remote work for non-plant employees within a few business days, we quickly implemented a series of controllable actions to align our production and cost structure with the difficult realities of COVID-19. Production was proactively paused or reduced at certain facilities and over the course of the year we were able to bring all of our manufacturing facilities across the globe back to operation to meet improved demand. We engaged in a number of purposeful commercial and procurement activities to place products in areas of comparatively better demand, protect pricing and optimize our raw materials supply. We also invested in our employees’ ability to work more effectively outside of the office where feasible Finally, we used the period of reduced demand in 2020 to accelerate certain previously-planned turnaround activity and optimize our global footprint to better position our business to benefit from economic recovery. By the end of the year, we had achieved 107% of our 2020 target for productivity improvements and cost avoidance measures, and had surpassed analyst earnings consensus for all four quarters for 2020.
Below are some examples of controllable actions we took to offset the impact of the pandemic.
Preserving Adjusted EBITProtecting Cash Flow and Liquidity
üTemporary reduction of production and plant operationsüRe-evaluation of capital expenditures
üActions to optimize Acetyl Chain production and networküModified and expanded factoring arrangements
ü
Increased emphasis on product areas experiencing relative strength (e.g. food packaging, home improvement materials, pharmaceutical and medical applications)
üRight-sized inventory to improve working capital and align with demand outlook
üOpportunistic commercial deals and sourcing of low-priced raw materialsüOther actions to lower borrowing and other costs
During 2020, we continued to execute on strategic transactions during the pandemic. We monetized our passive equity interest in the Polyplastics joint venture for approximately $1.6 billion in cash, at a very favorable multiple of 36 times our 2019 share of earnings during a challenged economic environment, to unlock capital that can be deployed to other opportunities. We successfully closed the acquisition of Elotex remotely in April, which provides a new solution set of redispersible powders to our portfolio, expands our integrated product optionality and further strengthens the Acetyl Chain to meet global product demand. Finally, we announced the signing of a memorandum of understanding (MOU) to restructure Korea Engineering Plastics Co. (KEP), a joint venture in which we own a 50% interest, in a transaction expected to be accretive to Adjusted EBIT and Adjusted EPS following closing, which is anticipated during 2021.
See “Human Capital Management – Helping Our Employees Navigate the Challenges of COVID-19” below for a description of actions we took to help protect and promote the health, safety and well-being of our employees.
Although 2020 was a year of challenges unlike any other, the nimbleness and flexibility of our business models, as well as the agility and dedication of our employees in providing innovative customer solutions, showcased the resilience of Celanese and its ability to pivot and adapt in an ever-evolving landscape.
  
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Executive Compensation
Net SalesEarnings Per ShareCash Flow
 Net Sales ($Bn)
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 GAAP EPS
 Adjusted EPS
 Cash from
Operations ($M)
 Free Cash Flow ($M)
Our net sales were $5.7 billion in 2020, down 10.2% from 2019, primarily as a result of the impact of the COVID-19 pandemic:
lower volume in our Engineered Materials and Acetate Tow segments due to depressed global economic conditions as a result of the COVID-19 pandemic and the expiration of an acetate flake contract; and
lower pricing across all of our segments, in particular the Acetyl Chain segment, due to reduced consumer demand and reduced pricing for raw materials as a result of the COVID-19 pandemic.
We generated net earnings of $1,997 million in 2020, up 132.8% from 2019, primarily due to a $1,408 million gain on the sale of our joint venture interest in Polyplastics Co. Ltd. Our Adjusted EBIT, which excludes the impact of this gain among other items, was $1,131 million in 2020, down 23.4%, or $345 million, from 2019.
We believe that substantially all of the year-over-year decline in Adjusted EBIT was directly due to the impact of the pandemic, with the exception of approximately $30 million of costs associated with turnaround activity that we accelerated into 2020 to take advantage of a low-demand environment. We believe that accelerating these cost into 2020 better positions our production capabilities for eventual recovery and is in the Company’s best long-term financial interest.
GAAP diluted earnings per share were $16.85, up 144.6% from 2019, primarily due to the gain on the sale of our joint venture interest in Polyplastics Co. Ltd. Adjusted earnings per share for 2020, which exclude the impact of this gain among other items, were $7.64, a decrease of 19.8% from 2019.
Though we experienced a $345 million reduction in Adjusted EBIT in 2020 due to the impact of the COVID-19 pandemic, we finished 2020 with operating cash flow of $1,343 million. Our operating cash flow was 23.7% of net sales in 2020, compared to 23.1% of net sales in 2019. We also had strong free cash flow of $950 million. We believe our cash flow results reflect our strong focus through the year on controllable actions to protect and promote cash flows during the challenges of the pandemic.
Financial results in 2018, shown in the tables above, were at record levels that reflected the Company’s ability to take advantage of unusually favorable industry dynamics. As we have disclosed previously, 2019 included a period of weak global demand following the strength of 2018, though 2019 still saw our second-best year on record with respect to several financial metrics. The decline in certain results from 2019 to 2020 reflects the impact of the COVID-19 pandemic, though our ability to focus on controllable actions, including those described above, have mitigated the pandemic’s impact.
  
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Executive Compensation
Total Stockholder ReturnCash Returned to Stockholders
Share Repurchases and Dividends
  Celanese TSR (%)
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-●- S&P 500 Index (%)
r Dow Jones Chemical Index (%)

Share Repurchases ($M)

Cash Dividends ($M)
Cumulative total stockholder return over the prior 1-, 3- and 5-year periods was 8.3%, 29.7% and 114.6%, respectively.
We finished the year with a strong balance sheet including $955 million in cash and cash equivalents and the full $1.25 billion of borrowing availability under our senior unsecured revolving credit facility, giving us significant financial capacity and flexibility to invest in our existing businesses, identify and act on attractive M&A opportunities, and return cash to our stockholders through dividends and share repurchases.
During 2020 and amid unprecedented conditions, we returned $943 million to stockholders:
We maintained the rate of our quarterly dividend and paid an aggregate of $293 million in dividends. We have paid cash dividends for 63 consecutive quarters and the compound rate of increase in the annual dividend per share has been approximately 32% since 2012.
We have returned $6.1 billion to stockholders since 2012 in the form of cash dividends and share repurchases.
Our disciplined capital allocation strategy continues to drive robust value creation, as evidenced by a return on invested capital of 14.6% for 2020.
Human Capital Management
We achieved our 2020 financial results with a highly engaged, valued, dedicated, diverse and global workforce. Our human capital efforts center around the following elements.
Diversity, Equity and Inclusion. We believe that intentionally employing a diverse workforce and providing an inclusive workplace empowers us to think more creatively, act more innovatively and deliver more value for our customers and stockholders. In recent years we have sought and made significant progress in this area:
We promote employee engagement through 39 chapters of eight different Employee Resource Groups (ERGs) designed to inspire, develop and increase the visibility, representation and promotion of underrepresented groups.
We engage with trade associations and engineering groups to enhance our recruiting of diverse employees.
In 2020, we launched our Diversity, Equity & Inclusion Council to strengthen our diversity strategy, identify potential actions and review progress.
Women represent:People of Color represent:
24% of our global workforce(1)
60% of our active NEOs
30% of our U.S. workforce(1)
10% of our Board of Directors
28% of our global management(1)
50% of our Board of Directors
29% of our U.S. management(1)
(1) Reflect year-end 2020 estimates
  
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Executive Compensation
Health, Safety and Environmental. We focus on more than the occupational safety of our employees, contractors and any visitors to our sites. We have an expanded view and measurement of "Stewardship" that includes process safety and environmental releases since they may have an impact on the communities where we live and work. We believe these stewardship values are critical to our success in attracting and retaining the best industry talent across the globe.
We believe in continuous improvement of our safety environment by building competency in our people and having a comprehensive management system built from recognized safety practices from around the globe. Through deliberate actions, we have improved our employee safety, process safety and environmental incident metrics in recent years.
Celanese’s First Human Capital Report to be Published in 2021
We plan to publish our first Human Capital Report in the first half of 2021, to contain comprehensive information on the Celanese approach to:
üDiversity, Equity & Inclusion
üHuman Rights and Labor Practices
üRecruitment and Talent Development
üWellness Programs
üEmployee Safety
We reflect the importance of these stewardship goals to the organization by including them as part of our annual incentive program for our nearly 1,000 bonus-eligible employees. For more information, please see “Annual Incentive Plan Awards.”
Employee Health and Wellness. Our efforts to support our employees’ physical well-being starts with comprehensive health benefits offered to all US employees who work more than 20 hours per week, plus their eligible family members. Around the world, we seek to offer other benefits that are competitive in each of the countries where we operate.
Significant Health and Wellness Benefits for U.S. Employees
ü
Medical coverage
s Above-industry-average employer contributions to a Health Savings Account
sIncludes benefits for transgender employees and dependents
sAccess to a low-cost and convenient telemedicine service
ü
Dental and vision coverage with choice and free or low-cost preventive care
ü
Wellness programs that promote and encourage annual physicals for all employees and niche programs such as smoking cessation assistance
üPrograms offered at no cost to eligible participants:
sAccess to an expert medical second opinion with a board-certified doctor when dealing with an illness, injury or chronic pain
sParticipation in a virtual physical therapy program to help with chronic musculoskeletal pain
sA program created to empower people with diabetes to live better, healthier lives
Talent Development. At Celanese, we are committed to fostering an engaging and inclusive workplace with opportunities for collaboration, development and leadership. Our Talent Management strategies guide our approach to acquiring talent, managing performance, developing bench strength, supporting development and helping employees reach their fullest potential.
We believe in giving employees clear opportunities to pursue their individual career goals and helping our leaders be a resource, champion and coach. We provide online courses, leadership webinars and other resources to support employee development.

  
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Executive Compensation
Highlights of Our Board’s Role in Human Capital Management
Our Global Career Framework:
provides clarity around opportunities that can exist at Celanese;
removes artificial barriers to help employees own their own careers; and
allows employees to regularly increase their scope and responsibility, both within an employee's current role and potential moves to new roles.
Our Technical Career Ladder supports employees in manufacturing and other technical functions in growing their careers.
Our Leadership Framework defines the attributes, competencies and behaviors of leaders at Celanese.
We have a structured approach to reviewing talent with management and with the Board of Directors. We regularly review the following with the CMDC and the Board:

ü
Employee development
ü
Diversity, equity and inclusion
üWorkforce planning requirements
üTalent development and succession planning
üAnnual review of executive succession with the full Board
Our CMDC believes that our framework for employee culture is critical to our positive business results.
Helping Our Employees Navigate the Challenges of COVID-19
In navigating the headwinds of COVID-19, we focused on minimizing financial impacts to our employees, keeping them whole in pay and benefits and supporting their ability to manage stressors during these difficult times. We maintained our global operations throughout the pandemic, but we proactively and temporarily paused or reduced production at certain facilities, which necessitated actions to support our workforce.
Spotlight: Key Actions Taken to Help Support Our Employees
For employees in manufacturing functions, we:

For employees generally, we:
üimplemented staggered work schedules to balance employee safety and customer demand
ü
Provided flex days to care for a family member due to school or day care closing, for roles that cannot be performed remotely
üprovided an additional two weeks of paid time off in the US at facilities required to be idled
ü
established a centralized team dedicated to providing special attention and guidance to employees navigating a quarantine situation
üallowed US employees to apply their vacation time to avoid missed pay when sites were idle for more than two weeks
ü
in the US, introduced a new service to provide support options for childcare and elder care
For employees in commercial and administrative functions, we:
ü
expanded our mental health offerings to provide more services to more employees around the world
üput in place measures to support virtual work arrangements around the world
In a few countries outside of the United States, government subsidies and incremental Celanese pay components were applied to minimize any impacts to payroll wages. Over the course of the year we were able to bring all of our manufacturing facilities across the globe back to operation to meet improved demand.
  
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Executive Compensation
Performance Goals for 2020
In February 2020, we established our 2020 annual incentive plan, which uses Adjusted EBIT as the primary financial performance measure, along with working capital, and four stewardship performance measures. In addition, in February 2020, we implemented a long-term incentive plan (the “2020 LTIP”), under which we awarded performance-based restricted stock units (“PRSUs”) and time-vesting restricted stock units (“RSUs”) to our NEOs. See Compensation Decisions below. The design of these plans was consistent with prior years, reflecting our ongoing focus on pay for performance.
When the CMDC set the performance hurdles for the 2020 annual incentive plan and the 2020 LTIP, they considered our performance in 2018 and 2019, our strategic plan, and our 2020 annual operating plan.
The working capital as a percentage of net sales level required to achieve a superior level of performance was set at a level on par with the top quartile of chemical companies in the Dow Jones Chemical Index. The required levels for threshold, target and superior performance on working capital were adjusted slightly upwards from the prior year. This adjustment reflected our original 2020 annual operating plan, which included anticipated inventory build-up for scheduled turnarounds in 2020 and 2021 (inventory build-up increases working capital as a percentage of net sales).
As part of our continued commitment to environmental, social and governance issues, we have included stewardship metrics in our annual incentive programs for the last 13 years. For 2020, we added a product quality stewardship measure and increased the percentage of the annual incentive payout that is tied to stewardship metrics from 15% to 20%.
The target Adjusted EPS hurdle for the 2020 LTIP (a combined level of Adjusted EPS for 2020, 2021 and 2022) was set at a challenging level that reflected growth over the prior year consistent with our internal business projections. The 2020 LTIP includes as part of the Adjusted EPS metrics an assumed level of Board-approved share repurchases consistent with our forecasted cash flows and anticipated uses of cash.
As discussed in more detail below under “Annual Incentive Plan Awards,” the metrics for the 2020 annual incentive plan and the 2020 LTIP were set in February 2020, before the impact of the COVID-19 pandemic on the economy and our business was known or foreseeable.
2020 Payouts Aligned to Performance on Quantitative and Qualitative Metrics
Annual Incentive Plan. As summarized in the table below, our Adjusted EBIT failed to reach a threshold level of performance which, as noted above, we believe was due to the pandemic’s impact on demand for our products particularly in the second and third quarters of the year. Working capital as a percentage of net sales for 2020 was also impacted by those factors, but we took controllable actions in collections and inventory management to mitigate the pandemic’s impact on working capital and achieved between threshold and target performance. While our aggregate performance on the stewardship metrics was better than target due to strong performance related to process safety, environmental releases and product quality objectives, the CMDC exercised negative discretion to lower the score to zero on the occupational safety metric due to a February 2020 fire in our Singapore facility that tragically caused the deaths of an employee and a contractor.
The combination of these factors would have led to an aggregate business performance multiplier of 36% of target, as calculated under the plan formula originally adopted in February 2020 prior to the onset of the pandemic.
  
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Executive Compensation
2020 Annual Incentive Plan Performance MeasureWeightingActual
Result
Achievement
as a % of Target
Payout
Adjusted EBIT Growth(1)
65%(23.4)%—%—%
Working Capital as % of Net Sales(1)(2)
15%
20.2%
81.5%12.2%
Stewardship:
   Occupational Safety5%20—%—%